What changed in this filing

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Item 1. Business

2025-03-27 compared with 2024-03-19 · 1311 added, 1258 removed, 1 unchanged (100% of the section changed)

We are a blank check company incorporated on November

3, 2020 as a Cayman Islands exempted company for the purpose of effecting an initial business combination.

We are currently moving towards an initial business

combination with Stardust Power, with whom we signed a business combination agreement on November 21, 2023.

We intend to capitalize on

the ability of our combined team to add value to Stardust Power following the initial business combination.

We believe that the characteristics

and capabilities of our combined team make us an attractive partner to Stardust Power and enhance our ability to complete a successful

business combination and bring value to Stardust Power post-business combination.

The Company brings together two elements that we

believe create a competitive advantage which differentiates us from other acquisition vehicles in the market, and significantly improve

our chances of completing a successful business combination.

Our proven executive team, led by our Chairman and CEO Chandra

Our less dilutive and more aligned APEX ™ SPAC structure.

We believe the combined team possesses an ideal

mix of core characteristics for a special purpose acquisition corporation.

This combined team includes what we view to be successful dealmakers

or operators, with experience across multiple deal types, including complicated special situations and as senior operators across a variety

of businesses and industries.

This combined team has demonstrable experience and valuable contracts across a wide range of industries

and business lines, which we believe will allow us to source deals that other investors could not.

The combined team also has what we

believe is a longstanding track record of value creation, both as investors and for investors, across the gamut of private equity or direct

public and private company investing.

Our network and current affiliations across the team will allow us to lean heavily on an existing

infrastructure of resources that are and will continue to assist us in due diligence, underwriting and structuring an acquisition.

With respect to the foregoing examples, past performance

by our management team or sponsor team is not a guarantee either (i) of success with respect to our consummation of the business combination

with Stardust Power or (ii) that we will be able to locate a suitable candidate for our initial business combination.

Furthermore, in

considering any past performance information contained herein, you should bear in mind that actual returns depend on, among other factors,

future operating results, the value of the investments and market conditions at the time of disposition, any related transaction costs

and the timing and manner of sale, all of which may differ from the assumptions on which the overall performance of any prior investments

On January 13, 2023, the Company, entered into an Investment Agreement

(the “Investment Agreement”) with the Sponsor, and Endurance Global Partner II, LLC, a Delaware limited liability company

(the “Investor”), pursuant to which the Investor will contribute to the Sponsor an aggregate amount in cash equal up to $3,000,000,

which amount will be loaned to the Company in accordance with the January 13, 2023 Promissory Note (as defined below), in consideration

for which, the Sponsor shall issue to the Investor interests in certain equity securities of the Company.

In connection with the closing

of the transactions contemplated by the Investment Agreement, the Sponsor has transferred control of the Sponsor to affiliates of Antarctica

Capital Partners, LLC, and new officers were appointed to the Company.

11, 2023, the Company held an extraordinary general meeting of its shareholders (the “2023 Extension Meeting”) to amend, by

way of special resolution, the Company’s amended and restated memorandum and articles of association (the “2023 Articles

Amendment ”) to extend the date by which the Company has to consummate a business combination

from January 14, 2023 (the “2023 Original Termination Date”) to April 14, 2023 (the “2023 Articles Extension Date”)

and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination

on a monthly basis for up to nine times by an additional one month each time after the 2023 Articles Extension Date, by resolution of

the Company’s board of directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable date

in which the Company has to consummate a business combination, until January 14, 2024, or a total of up to twelve months after the 2023

Original Termination Date, unless the closing of the Company’s initial business combination shall have occurred prior to such date

(the “2023 Extension Amendment Proposal”);

to amend, by way of ordinary resolution, the Letter Agreement, dated January 11,

2021, by and among GPAC, its officers, its directors and the Sponsor (the “Letter Agreement”), to allow the Sponsor to transfer

its holdings in GPAC, directly or indirectly, to affiliate(s) of Antarctica Capital Partners, LLC prior to the expiration of the applicable

lock-up (the “2023 Insider Letter Amendment Proposal”);

and if necessary, to adjourn, by way of ordinary resolution, to permit

further solicitation and vote of proxies if, based upon the tabulated vote at the time of the 2023 Extension Meeting, there are insufficient

ordinary shares in the capital of GPAC represented (either in person or by proxy) to approve the 2023 Extension Amendment Proposal or

the 2023 Insider Letter Amendment Proposal.

The shareholders of the Company approved the 2023 Extension Amendment Proposal and the

2023 Insider Letter Amendment Proposal at the 2023 Extension Meeting and on January 13, 2023, the Company filed the 2023 Articles Amendment

with the Registrar of Companies of the Cayman Islands.

9, 2024, the Company held an extraordinary general meeting of its shareholders (the “2024 Extension Meeting”) to amend (the

“2024 Articles Amendment”), by way of special resolution, the Company’s amended and restated memorandum and articles

of association to extend the date by which the Company has to consummate a business combination from January 14, 2024 to July 14, 2024

for a total of an additional six months after January 14, 2024, unless the closing of a business combination shall have occurred prior

thereto (collectively, the “2024 Extension Amendment Proposal”);

to eliminate, by way of special resolution, from the amended

and restated memorandum and articles of association the limitation that GPAC may not redeem Class A ordinary shares, to the extent that

such redemption would result in GPAC having net tangible assets of less than $5,000,001 (the “Redemption Limitation”) in order

to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (the “2024

Redemption Limitation Amendment Proposal”);

to provide, by way of special resolution, that Public Shares may be issued to the Sponsor

by way of conversion of Class B ordinary shares, into Public Shares, despite the restriction on issuance of additional Public Shares (the

“2024 Founder Conversion Amendment Proposal” and together with the 2024 Extension Amendment Proposal and 2024 Redemption Limitation

Amendment Proposal, the “2024 Proposals”);

and, if required, an adjournment proposal to adjourn, by way of ordinary resolution,

the 2024 Extension Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon

the tabulated vote at the time of the 2024 Extension Meeting, there are insufficient ordinary shares at the 2024 Extension Meeting to

approve the 2024 Proposals, or (ii) where the board of directors of the Company has determined it is otherwise necessary.

The shareholders

of the Company approved the 2024 Proposals at the 2024 Extension Meeting and on January 11, 2024, the Company filed the 2024 Articles

Amendment with the Registrar of Companies of the Cayman Islands.

In connection with GPAC’s

2024 Extension Meeting to approve the 2024 Extension Amendment Proposal, the Sponsor entered into non-redemption agreements (the

“Non-Redemption Agreements”) with several unaffiliated third parties, pursuant to which such third parties agreed not

to redeem (or to validly rescind any redemption requests on) an aggregate of 1,503,254 Class A ordinary shares of the Company in connection

with the 2024 Extension Amendment Proposal.

In exchange for the foregoing commitments not to redeem such Class A ordinary shares of the

Company, the Sponsor agreed to transfer or cause to be issued for no consideration an aggregate of 127,777 shares of the Company and simultaneous

forfeiture of 127,777 shares of the Company in connection with the Company’s completion of its initial business combination.

On January 17, 2024, the Company received a written

notice from the Listing Qualifications Department of Nasdaq indicating that, unless the Company timely requests a hearing before the Nasdaq

Hearings Panel (the “Panel”), the Company’s securities (shares, warrants, and rights) would be subject to suspension

and delisting from The Nasdaq Capital Market at the opening of business on January 25, 2024, due to the Company’s non-compliance

with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36

months of the effectiveness of its IPO Registration Statement (the “Suspension”).

On January 23, 2024, the Company timely submitted

a hearing request to appeal Nasdaq’s determination to the Panel to request sufficient time to complete a business combination, pursuant

to the procedures set forth in the Nasdaq Listing Rule 5800 Series (the “Hearing Request”).

The Hearing Request will stay

the Suspension and the filing of the Form 25-NSE pending the Panel’s decision.

The Panel’s hearing for the Company is scheduled

to be held on April 2, 2024.

Business Combination Agreement

November 21, 2023, the Company, entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified

from time to time, the “Business Combination Agreement”), with Strike Merger Sub I,

Inc., a Delaware corporation and direct wholly-owned subsidiary of the Company (the “First Merger Sub”), Strike

Merger Sub II, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of the Company (“Second Merger

Sub”), and Stardust Power.

The Business Combination Agreement and the transactions contemplated thereby to occur at or immediately

prior to the Closing (“Transactions”) were approved by the boards of directors of each of the Company and Stardust Power.

The Domestication

to the Business Combination Agreement, prior to the consummation of the Mergers (as defined below) contemplated by the Business Combination

Agreement (the “Closing”), and subject to the Supermajority Acquiror Shareholder Approval (as defined therein), the Company

will domesticate as a Delaware corporation (the “Domestication”) in accordance with Section 388 of the Delaware General

Corporation Law and Sections 206 to 209 of the Companies Act (As Revised) of the Cayman Islands.

to the Domestication, each Class B ordinary share outstanding shall be converted into one (1) Class A ordinary share, in accordance with

the amended and restated memorandum and articles of association of the Company, other than as set forth in the Sponsor Letter Agreement

(the “Class B ordinary share conversion”).

In connection with the Domestication, (i) each Class A ordinary share outstanding

immediately prior to the effective time of the Domestication and following the Class B ordinary share conversion shall be converted into

one share of common stock, par value $0.0001 per share of GPAC (the “GPAC Common Stock”) and (ii) each then-issued and outstanding

whole warrant exercisable for one Class A ordinary share will be converted into a warrant exercisable for one share of GPAC Common

Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the Warrant Agreement, dated as of January 11,

2021, by and between GPAC and Continental Stock Transfer & Trust Company, as warrant agent (as amended or amended and restated

from time to time).

In connection with clauses (i) and (ii) of this paragraph, each issued and outstanding unit of GPAC that has

not been previously separated into the underlying Class A ordinary shares and the underlying GPAC warrants will be canceled and

will entitle the holder thereof to one share of GPAC Common Stock and one-sixth of one GPAC warrant.

The Business Combination

Business Combination Agreement provides for, among other things, the following Transactions:

(i) the Domestication, (ii) following the

Domestication, First Merger Sub will merge with and into Stardust Power, with Stardust Power as the surviving company in the merger (the

“First Merger”) and, (iii) immediately following the First Merger, and as part

of the same overall transaction as the First Merger, Stardust Power will merge with and into Second Merger Sub (the “Second

Merger” and, together with the First Merger, the “Mergers”), with Merger

Sub II being the surviving company of the Second Merger (Second Merger Sub, in its capacity as the surviving company of the Second Merger,

the “Surviving Company”), and as a result of which the Surviving Company will become a wholly-owned subsidiary of the Company.

Closing, the Company will change its name to “Stardust Power Inc.” and will continue trading on the Nasdaq Capital Market

under the new symbols “SDST” and “SDSTW,” respectively, following Closing.

At Closing, in connection with the

Transactions, the Company and certain holders of Stardust Power Common Stock (as defined below) (the “Stardust Power Stockholders”)

will enter into a Shareholder Agreement (as defined in the Business Combination Agreement), a Registration Rights Agreement (as defined

in the Business Combination Agreement) and a Lock-Up Agreement (as defined in the Business Combination Agreement), each in form and in

substance to be agreed, to be effective upon the Closing.

The Domestication, the Mergers and the other Transactions contemplated by the

Business Combination Agreement are hereinafter referred to as the “Business Combination.”

Business Combination is expected to close in the first half of 2024, following the receipt of the required approval by the Company’s

shareholders and the fulfillment or waiver of other customary closing conditions.

Business Combination

Consideration

accordance with the terms and subject to the conditions of the Business Combination Agreement, each share of common stock of Stardust

Power, par value $0.0001 per share (“Stardust Power Common Stock”) (including Stardust Power Common Stock issued in connection

with the Stardust Power SAFE Conversion (as defined in the Business Combination Agreement)), issued and outstanding immediately prior

to the First Effective Time (as defined in the Business Combination Agreement) other than any Cancelled Shares (as defined in the Business

Combination Agreement) and Dissenting Shares (as defined in the Business Combination Agreement) shall be converted into the right to receive

the applicable Per Share Consideration (as defined in the Business Combination Agreement).

total consideration to be paid at Closing to the selling parties in connection with the Business Combination Agreement will be based on

an enterprise value of $450,000,000 (excluding a $50 million earnout, based upon an assumed price of $10 per share, payable

upon achievement of certain milestones), subject to certain adjustments as set forth in the Business Combination Agreement, including

with respect to certain transaction expenses and the cash and debt of Stardust Power.

Additionally, in the event, prior to

the eighth (8th) anniversary of the Closing, the volume-weighted average price of GPAC Common Stock exceeds certain price thresholds for

sustained periods of time or there is a change of control, (i) certain shares of GPAC Common Stock retained by Sponsor that were previously

subject to forfeiture will vest, and (ii) GPAC will issue five million shares of GPAC Common Stock as additional merger consideration.

Following the execution and delivery of the Business Combination Agreement, and subject to the approval of the shareholders of the Company,

the Company will adopt a customary incentive equity plan that will provide that the GPAC Common Stock reserved for issuance thereunder

will be set at an amount equal to 10.00% of GPAC Common Stock outstanding immediately after Closing.

In accordance with the terms and subject to the conditions of the Business

Combination Agreement, (i) each outstanding Company Option (as defined in the Business Combination Agreement), whether vested or unvested,

shall automatically convert into an option to purchase a number of shares of GPAC Common Stock equal to the number of shares of GPAC Common

Stock subject to such Company Option immediately prior to the First Effective Time multiplied by the Per Share Consideration at an exercise

price per share equal to the exercise price per share of Stardust Power Common Stock divided by the Per Share Consideration, subject to

certain adjustments and (ii) each share of Company Restricted Stock outstanding immediately prior to the First Effective Time shall convert

into a number of shares of GPAC Common Stock equal to the number of shares of Stardust Power Common Stock subject to such Company Restricted

Stock multiplied by the Per Share Consideration.

Except as provided in the Business Combination, the terms and conditions (including vesting

and exercisability terms, as applicable) shall continue as were applicable to the corresponding former Company Option and Company Restricted

Stock, as applicable, immediately prior to the First Effective Time.

has agreed to take all action within its power as may be necessary or appropriate such that, effective immediately after the Closing,

the GPAC board of directors shall consist of seven directors, which will be divided into three classes, which directors shall include:

two directors designated by Stardust Power, one director designated by Sponsor and four directors designated by Stardust Power whom shall

meet the standards of independence for companies subject to the rules and regulations of Nasdaq Stock Market.

Additionally, the current

Stardust Power management team will move to GPAC in their current roles and titles.

Representations and

Business Combination Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for

transactions of this type, including with respect to the operations of GPAC and Stardust Power.

In addition, GPAC has agreed to adopt

an equity incentive plan, as described in the Business Combination Agreement.

Stardust Power has agreed to use its commercially reasonable

efforts to sell Stardust Power Common Stock in a private placement on terms mutually agreed to by GPAC and Stardust Power.

GPAC may enter

into subscription agreements for securities of GPAC following the date of the Business Combination Agreement, in an amount not to exceed

$150,000,000 in the aggregate.

and Stardust Power have agreed to enter into certain agreements to be effective upon Closing to (i) provide registration rights to certain

Stardust Power Stockholders, (ii) restrict the sale or transfer of shares of GPAC Common Stock held by Sponsor and certain Stardust Power

Stockholders for 180 days following Closing, subject to certain exceptions and (iii) to provide certain rights to Sponsor with respect

to the Sponsor’s designation of a director to the GPAC board following Closing.

Conditions to Each

Party’s Obligations

obligation of GPAC and Stardust Power to consummate the Business Combination is subject to certain closing conditions, including, but

not limited to, (i) the expiration or termination of the applicable waiting period under the HSR Act, (ii) no governmental authority having

enacted any law that makes the Transaction or any part thereof illegal or otherwise prohibited, (iii) the registration

statement on Form S-4 becoming effective, (iv) the approval of GPAC’s shareholders being obtained and (v) the approval of

Stardust Power’s stockholders being obtained.

addition, the obligation of GPAC to consummate the Business Combination is subject to the fulfillment of other closing conditions, including,

but not limited to, (i) the representations and warranties of Stardust Power being true and correct to the standards applicable to such

representations and warranties and each of the covenants of Stardust Power having been performed or complied with in all material respects,

(ii) each of the pre-Closing or at-Closing covenants of Stardust Power shall have been performed or complied with in all material respects,

(iii) Stardust Power entering into certain amendments to the outstanding Simple Agreements for Future Equity Agreements, (iv) Stardust

Power’s delivering the certificate signed by an authorized officer of Stardust Power, certifying that, to the knowledge and

belief of such officer, the necessary representations, warranties, and covenants have been fulfilled (an “Officer’s Certificate”)

to GPAC, (v) the non-occurrence of a Material Adverse Effect (as defined in the Business Combination Agreement) and (vi) Stardust Power’s

delivery to GPAC of the executed counterparts of all of the Ancillary Agreements (as defined in the Business Combination Agreement) to

which Stardust Power is a party.

obligation of Stardust Power to consummate the Business Combination is also subject to the fulfillment of other closing conditions, including,

but not limited to, (i) the representations and warranties of GPAC, First Merger Sub and Second Merger Sub being true and correct to the

standards applicable to such representations and warranties and each of the covenants of GPAC having been performed or complied with in

all material respects, (ii) each of the pre-Closing or at-Closing covenants of GPAC shall have been performed or complied with in all

material respects, (iii) GPAC’s delivering of an Officer’s Certificate to Stardust Power, (iv) the approval by Nasdaq of GPAC’s

listing application in connection with the Business Combination, (v) the non-occurrence of a Material Adverse Effect and (vi) GPAC’s

delivery to Stardust Power of the executed counterparts of all of the Ancillary Agreements to which GPAC is a party.

Business Combination Agreement may be terminated at any time at or prior to Closing:

(i) by mutual written consent of GPAC and Stardust

(ii) by written notice from GPAC to Stardust Power if the representations and warranties

of Stardust Power are not true and correct or if Stardust Power fails to perform any covenant or agreement set forth in the Business Combination

Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties

or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods

so long as the breaching party is using its commercially reasonable efforts to cure such breach within such period (the “cure period”);

(iii) by written notice from Stardust Power to GPAC if the representations and warranties of GPAC are not true and correct or if GPAC

fails to perform any covenant or agreement set forth in the Business Combination Agreement such that certain conditions to closing cannot

be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as

applicable, are not cured or cannot be cured within the cure period;

(iv) by either GPAC or Stardust Power if the Business Combination

is not consummated by July 14, 2024 (as may be extended under certain conditions), provided that the terminating party’s

failure to fulfill any obligation under the Business Combination Agreement was not the primary cause of, or primarily resulted in, the

failure of Closing to occur or if the terminating party is in breach of the Business Combination Agreement, which breach could give rise

to a right of the other party to terminate the Business Combination Agreement;

(v) by either GPAC or Stardust Power if the consummation

of the Mergers is permanently enjoined or prohibited by the terms of a final, non-appealable government order or other law;

written notice from either GPAC or Stardust Power if the GPAC shareholder approval is not obtained at the special meeting of GPAC (subject

to any adjournment or recess of the meeting);

(vii) by written notice from GPAC to Stardust Power if certain Stardust Power stockholder

approval has not been obtained within two business days following the date that the registration statement on Form S-4 is declared effective;

and (viii) by Stardust Power if GPAC is delisted from the Nasdaq Capital Market without having been listed on another national securities

Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of

the date of the Business Combination Agreement or other specific dates.

The assertions embodied in those representations, warranties and

covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations

agreed to by the parties in connection with negotiating such agreement.

The representations, warranties and covenants in the Business

Combination Agreement are also modified in important part by the underlying disclosure schedules which are not filed publicly and which

are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose

of allocating risk among the parties rather than establishing matters as facts.

GPAC does not believe that these schedules contain information

that is material to an investment decision.

Company Support Agreements

Contemporaneously

with the execution of the Business Combination Agreement, certain Stardust Power Stockholders entered into a Company Support Agreement

(collectively, the “Company Support Agreements”) with GPAC and Stardust Power, pursuant to which such stockholders have agreed

to, among other things, (i) support and vote in favor of (a) the consummation of the Business Combination and other related Transactions,

including the Mergers, and (b) any other circumstances upon which a consent or other approval with respect to the Business Combination

Agreement, the Transactions, the Mergers or the other transactions contemplated by the Business Combination Agreement is sought, (ii)

if any Stardust Power stockholder fails to perform the obligations set forth in such stockholder’s Company Support Agreement, irrevocably

appoint Stardust Power or any individual designated by Stardust Power as such stockholder’s attorney-in-fact and proxy, with full

power of substitution and re-substitution in favor of Stardust Power, to (a) take all such actions and execute and deliver all such documents,

instruments or agreements as are necessary to consummate the Transactions, to attend on behalf of such stockholder, at any meeting of

the Stardust Power stockholders with respect to the Business Combination and the Transaction, including the Mergers, and (b) vote (or

cause to be voted) the subject Stardust Power Common Stock or consent (or withhold consent) with respect to any of the matters described

in such stockholder’s Company Support Agreement in connection with any meeting of the Stardust Power Stockholders or any action

by written consent by the Stardust Power Stockholders (including approval of the Business Combination Agreement, the Mergers and, if required

by Law (as defined in the Business Combination Agreement), the Transactions) and (iii) be bound by certain other covenants and agreements

related to the Business Combination, including a restriction on the transfer of Stardust Power Common Stock, subject to certain exceptions.

Sponsor Letter Agreement

with the execution of the Business Combination Agreement, the Sponsor and, for certain limited purposes set forth therein, the executive

officers and directors of GPAC (the “GPAC Insiders”) entered into the Sponsor Letter Agreement (the “Sponsor Letter

Agreement”) with GPAC and Stardust Power, pursuant to which the Sponsor agreed to, among other things, (i) vote in favor of the

approval of the Business Combination Agreement and the Transactions contemplated therein to occur at or prior to Closing, including the

Class B ordinary share conversion, which shall be deemed to be conversions at the option of the holders of such Class B ordinary

shares, (ii) be bound by certain transfer restrictions with respect to its Class B ordinary

shares (as converted into Class A ordinary shares) prior to Closing, (iii) terminate certain lock-up provisions of that certain Letter

Agreement, dated as of January 11, 2021, as amended by that certain Letter Agreement Amendment, dated as of January 13, 2023, by and among

Sponsor, GPAC, and the GPAC Insiders, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement, (iv) be bound

by certain lock-up provisions during the post-Closing lock-up period described in the Sponsor Letter Agreement with respect to its Class

B ordinary shares (as converted into Class A ordinary shares and then converted into GPAC Common Stock), (v) fully vest 3,000,000 of its

Class B ordinary shares prior to the Domestication (and convert into Class A ordinary shares and then convert into GPAC Common Stock)

(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like (collectively, the “Adjustments”)),

(vi) subject 1,000,000 of its Class B ordinary shares (as converted into Class A ordinary shares and then converted into GPAC Common Stock,

and as adjusted for any Adjustments) to vesting (or forfeiture) on the basis of achieving (or failing to achieve) certain trading price

thresholds following Closing, (vii) forfeit 3,500,000 of its Class B ordinary shares for no consideration, and (viii) waive certain anti-dilution

protections with respect to the conversion ratio set forth in the amended and restated memorandum and articles of association

of GPAC, or similar protection with respect to the GPAC Common Stock, in each case, on the

terms and subject to the conditions set forth in the Sponsor Letter Agreement.

Additionally, GPAC and the GPAC Insiders have

agreed they will not enter into any tender or voting agreement, or any similar agreement, arrangement or understanding with the GPAC Common

Stock (as converted in the Class B ordinary share conversion and Domestication) that is inconsistent

with the Sponsor Letter Agreement.

Our Management Team

We have assembled a number of seasoned executives

and advisors to serve as our executive officers and directors, alongside Mr.

Because we are likely to be actively involved in the

strategy and operations of our target companies (although there can be no assurances that we will be), our officers have been chosen for

their extensive sector and executive experience in managing successful companies.

In addition to providing us with strategic insights,

which include in-depth knowledge of industry dynamics, competition and operational capabilities, our officers and independent directors

will provide access to their broad networks of operating executives and other resources.

For more information about our executive officers

and directors, please see Part III, Item 10 of this report, “Directors, Executive Officers and Corporate Governance.”

Business Strategy

Our strategy is to build on three key pillars:

an experienced management team led by Mr.

our value-added partners in our sponsor;

and a next generation, more efficient and aligned

APEX™ SPAC structure.

We believe the combined team possesses the core

characteristics of an ideal team for a special purpose acquisition corporation.

This combined team is a mix of what we view to be successful

dealmakers or operators, with experience across multiple deal types, including complicated special situations and as senior operators

across a variety of businesses and industries.

This combined team has built a meaningful proprietary deal-sourcing network that should

allow us to source deals that other investors could not.

Through these endeavors, this combined team has what we believe is a long-standing

track record of value creation, both as investors and for investors, across the gamut of public and private company investing.

and current affiliations across the team will allow us to lean heavily on an existing infrastructure of resources that will assist in

due diligence, underwriting and ultimately structuring an acquisition.

We also intend to leverage our network of third-party advisors

Our sourcing and acquisition selection

process will leverage our sponsor group’s deep, broad and trusted network of industry, private equity sponsor, and banking relationships,

as well as their relationships with family-led and founder-led private companies.

Our supportive value-added approach, and ability to

work with strategic partners within our network should make us an attractive merger partner to many potential merger targets.

We have extensive deal execution

experience and capabilities.

Patel, has extensive experience as the managing partner of Antarctica Capital, an international

private equity firm headquartered in New York.

Patel is responsible for Antarctica Capital’s strategic direction and core relationships

and leads the firm’s key expansion initiatives.

Patel’s execution experience is complemented by President of the Board,

Davis, and the Company’s Chief Financial Officer, Jarett Goldman, among others.

Davis is a highly experienced executive

with over 25 years of experience in corporate finance, private equity and the space industry.

Goldman is an experienced investment

professional with 15+ years of global experience in corporate finance, principal investing, and capital markets.

Collectively, our leadership

team will draw upon several decades of execution experience across a broad range of industries and markets.

Operate and Grow :

The experience and capabilities

of our combined team should allow us to drive growth in shareholder value following the business combination.

The prior experience of

the members of our combined team includes working with companies and increasing value for all stakeholders at the senior management level,

as consultants, as board members and as constructive minority stake shareholders.

Additionally, we intend to seek ways to work with corporate

partners to drive growth in the target company post-business combination.

With respect to the foregoing examples, past performance

by our management team or sponsor team is not a guarantee of success with respect to the consummation of an initial business combination

with Stardust Power or that we will be able to locate another suitable candidate for our initial business combination if our initial business

combination with Stardust Power is not successful.

Furthermore, in considering any past performance information contained herein, you

should bear in mind that actual returns depend on, among other factors, future operating results, the value of the investments and market

conditions at the time of disposition, any related transaction costs and the timing and manner of sale, all of which may differ from the

assumptions on which the overall performance of any prior investments are based.

Acquisition Criteria

We target business combination opportunities that

align with our strategic insights, focus, capabilities and network.

Consistent with our business strategy, we have identified the following

general criteria and guidelines that we believe were and continue to be important in our evaluation of Stardust Power, and evaluating

any potential future prospective target businesses.

While we will use these criteria and guidelines in evaluating acquisition opportunities,

we may decide to enter into our initial business combination with Stardust Power or another potential target business that does not meet

these criteria and guidelines.

We seek to acquire companies exhibiting one or

more of the characteristics below:

● Value-Added Capital for Growth and/or Consolidation Opportunities:

Our combined team has significant and successful experience in investing in and working with companies that are achieving rapid and profitable

growth through (a) organic growth initiatives;

and/or (b) strategic consolidation opportunities.

We will target companies whose owners

may not have the requisite capital or experience to take advantage of compelling corporate development opportunities.

Our combined team

also has experience expanding companies’ markets and operations outside of the United States, and we believe our cross-border capabilities

could be attractive to many potential middle market business combination targets.

● Operational Improvements:

Our combined team has significant

and successful experience in investing in and working with companies where there is an opportunity to effect meaningful operational improvements.

Members of our management team and sponsor team have worked with those types of companies as investors, board members, consultants and

senior management.

We intend to tailor our approach to working with the target company’s management team and owners to fit the

unique challenges and opportunities they face.

Our combined team has the versatility and flexibility to allow us to provide strategic

guidance as board members and consultants or members take on direct senior leadership roles to drive operational improvements at the

target company.

● “Partnership” Sale:

We may seek to acquire one

or more companies with a current owner, whether founder-owned, family-owned or institutionally owned (private equity or venture capital),

who would like to retain a meaningful stake in the company to preserve and enhance potential upside.

As a provider of public vehicle,

we are well positioned to provide liquidity and a long-term capital solution, and expect that potential merger targets and partners would

view having our combined team as significant, supportive shareholders with a successful SPAC track record as a positive factor.

could be an attractive financial and operating partner for a private equity firm that sees compelling acquisition opportunities but may

be already fully invested.

● A SPAC Business Combination as an Advantageous Liquidity Alternative:

At times, the IPO market is uncertain or closed, so an acquisition by us could be a better means of going public for a target.

a target company’s owners and/or management might not have experience going public or as a public company and could view our management

team and sponsor experience with a successful SPAC track record as an important value-added factor.

Additionally, certain businesses

may not be an ideal candidate for a mergers and acquisitions auction process, so a negotiated acquisition by us could offer a better

means of providing liquidity for the target business’s current owners.

These criteria are not intended to be exhaustive.

We may or may not consummate our business combination with a company that exhibits all or any of the qualities above.

Any evaluation relating

to the merits of our intended initial business combination with Stardust Power may be based, to the extent relevant, on these general

guidelines as well as other considerations, factors and criteria that our sponsors and management team may deem relevant.

that we decide to enter into a business combination with Stardust Power that does not meet the above criteria and guidelines, we will

disclose that Stardust Power does not meet the above criteria in our shareholder communications related to our initial business combination,

which, as discussed in this report, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would

file with the SEC.

If our initial business combination with Stardust

Power is unsuccessful, we are not prohibited from pursuing an initial business combination with another company that is affiliated with

members of our management team or their affiliates.

In the event we seek to complete our initial business combination with a company that

is affiliated with our management team or their affiliates, we, or a committee of independent directors, will obtain an opinion from an

independent accounting firm or an independent investment banking firm which is a member of FINRA that our initial business combination

is fair to our Company from a financial point of view.

On January 11, 2023, we held the 2023 Extension

Meeting to, in part, amend our amended and restated memorandum and articles of association to extend the date by which we have to consummate

a business combination.

In connection with that vote, the holders of 26,068,281 Class A ordinary shares of the Company properly exercised

their right to redeem their shares for an aggregate price of approximately $10.167 per share, for an aggregate redemption amount of approximately

$265,050,166.

After the satisfaction of such redemptions, the balance in our trust account was approximately $40,425,891.

On January 9,

2024, we held the 2024 Extension Meeting to, in part, amend our amended and restated memorandum and articles of association to further

extend the date required to complete an initial business combination.

In connection with that vote, the holders of 2,137,134 Class A

ordinary shares of the Company exercised their right to redeem their shares for cash at a redemption price of approximately $11.12 per

share for an aggregate redemption amount of approximately $23,767,574, resulting in 1,794,585 Class A ordinary shares remaining outstanding.

After the satisfaction of such redemptions, the balance in our trust account was approximately $19,958,005.

Initial Business Combination

So long as our securities are then listed on Nasdaq,

our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at

least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned

on the trust account) at the time of signing a definitive agreement in connection with our initial business combination.

We refer to this

as the “80% of fair market value test.” If our securities are no longer listed on Nasdaq, we will not be obligated to satisfy

the 80% of fair market value test.

Our board of directors will make the determination as to the fair market value of our initial business

The fair market value of any target or targets, will be determined by our board of directors, based upon one or more standards

generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value).

our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards

In addition, the application of the standards generally involves a substantial degree of judgment.

Accordingly, investors will

be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets.

solicitation materials or tender offer documents we use in connection with any proposed initial business combination will provide public

shareholders with our analysis of our satisfaction of the 80% of fair market value test, as well as the basis for our determinations.

If our board is not able to determine the fair market value of the target business independently, we will obtain an opinion from an independent

investment banking firm or an independent valuation or appraisal firm with respect to the satisfaction of such criteria.

While we consider

it unlikely that our board will be unable to make an independent determination of the fair market value of a target business, it may be

unable to do so if:

(1) our board is less familiar or inexperienced with the target company’s business, (2) there is a significant

amount of uncertainty as to the value of the company’s assets or prospects, including if such company is at an early stage of development,

operations or growth, or (3) if the anticipated transaction involves a complex financial analysis or other specialized skills, and our

board determines that outside expertise would be helpful or necessary in conducting such analysis.

Since any opinion, if obtained, would

merely state that the fair market value of the target business meets the 80% of fair market value test, unless such opinion includes material

information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such

opinion would be distributed to our shareholders.

However, if required under applicable law, any proxy statement that we deliver to shareholders

and file with the SEC in connection with a proposed transaction will include such opinion.

We anticipate structuring our initial business

combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the

equity interests or assets of the target business.

We may, however, structure our initial business combination such that the post-business

combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives

of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business

combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling

interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940,

as amended (the “Investment Company Act”).

Even if the post-business combination company owns or acquires 50% or more of the

voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business

combination company, depending on valuations ascribed to the target and us in the business combination.

For example, we could pursue a

transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other

equity interests of a target.

In this case, we would acquire a 100% controlling interest in the target.

However, as a result of the issuance

of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority

of our outstanding shares subsequent to our initial business combination.

If less than 100% of the equity interests or assets of a target

business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that

is owned or acquired is what will be valued for purposes of the 80% of fair market value test.

If the business combination involves more

than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses.

we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.

If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of fair

market value test.

To the extent we effect our initial business combination

with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous

risks inherent in such company or business.

Although our management team will endeavor to evaluate the risks inherent in a particular

target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

The time required to select and evaluate a target

business and to structure and complete our initial business combination, and the costs associated with this process, are not currently

ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and evaluation of a prospective target

business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the

funds we can use to complete another business combination.

Acquisition Process

In evaluating Stardust Power, we have been conducting

a due diligence review to seek to determine Stardust Power’s quality and its intrinsic value.

That due diligence review has included,

among other things, financial statement analysis, detailed document reviews, multiple meetings with management, consultations with relevant

industry experts, competitors, customers and suppliers, as well as a review of additional information that we obtained as part of our

analysis of Stardust Power.

Stardust Power is not affiliated with our sponsor,

officers or directors.

For this reason, we will not need to obtain an opinion from an independent investment banking firm or an independent

accounting firm that our initial business combination is fair to our Company from a financial point of view.

However, we have provided

a fairness opinion from Enclave Capital LLC, noting that the Business Combination, including the consideration to be paid by GPAC to the

holders of Class A ordinary shares pursuant to the Business Combination Agreement, is fair to the holders of Class A ordinary shares from

a financial point of view.

Members of our management team, including our officers

and directors, directly or indirectly own our securities and, accordingly, may have a conflict of interest in determining whether Stardust

Power or any other potential target company is an appropriate business with which to effectuate our initial business combination.

of our officers and directors, as well as management team, may have a conflict of interest with respect to evaluating a particular business

combination if the retention or resignation of any such officers, directors and management team members was included by Stardust Power

or any other target business as a condition to any agreement with respect to such business combination.

Each of our directors and officers presently has,

and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer

or director is or will be required to present a business combination opportunity.

Accordingly, if any of our officers or directors becomes

aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual

obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity.

believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability

to complete our initial business combination.

Our amended and restated memorandum and articles

of association provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity

is expressly offered to such person solely in his or her capacity as a director or officer of our Company, and such opportunity is one

we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director

or officer is permitted to refer that opportunity to us without violating another legal obligation.

Our sponsor, officers and directors may sponsor,

form or participate in other blank check companies similar to ours during the period in which we are consummating an initial business

combination with Stardust Power or another target business.

Any such companies may present additional conflicts of interest, particularly

in the event there is overlap among investment mandates.

However, we do not currently expect that any such other blank check company would

materially affect our ability to complete our initial business combination with Stardust Power.

In addition, our sponsor, officers and

directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in

allocating management time among various business activities, including identifying potential business combinations and monitoring the

related due diligence.

Our distributable redeemable warrants provide our

public shareholders with an incentive not to redeem their Class A ordinary shares in connection with our initial business combination.

Public shareholders who choose to redeem their shares will lose the right to receive distributable redeemable warrants.

Public shareholders

who choose not to redeem their shares will receive one-sixth of a distributable redeemable warrant per public share they hold (up to a

total of 5,000,000 distributable redeemable warrants assuming that no public shareholders redeem their Class A ordinary shares).

this structure may lead to a lower level of redemptions.

Status as a Public Company

We believe our structure make us an attractive

business combination partner to Stardust Power and other target businesses.

As an existing public company, we offer a target business

an alternative to the traditional initial public offering through a merger or other business combination with us.

In a business combination

transaction with us, the owners of the target business may, for example, exchange their shares of stock, shares or other equity interests

in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary

shares and cash, allowing us to tailor the consideration to the specific needs of the sellers.

We believe target businesses will find

this method a more expeditious and cost-effective method to becoming a public company than the typical initial public offering.

initial public offering process often takes a significantly longer period of time than the typical business combination transaction process,

and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may

not be present to the same extent in connection with a business combination with us.

Furthermore, once a proposed business combination

is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’

ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have

negative valuation consequences.

Once public, we believe the target business would then have greater access to capital, an additional

means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for

acquisitions.

Being a public company can offer further benefits by augmenting a company’s profile among potential new customers

and vendors and aid in attracting talented employees.

While we believe that our structure and our management

team’s backgrounds make us an attractive business partner, if our initial business combination with Stardust Power is not successful

and we begin looking for another target business, some potential target businesses may view our status as a blank check company, such

as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business combination, negatively.

We are an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

As such, we are eligible to take advantage of certain exemptions

from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”

including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley

Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from

the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments

not previously approved, If some investors find our securities less attractive as a result, there may be a less active trading market

for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides

that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the

Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company” can delay

the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We intend to take advantage

of the benefits of this extended transition period.

We will remain an emerging growth company until

the earlier of (1) the last day of the fiscal year (a) following January 14, 2026 (b) in which we have total annual gross revenue of at

least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary

shares that are held by non-affiliates equals or exceeds $700 million as of the prior June 30 th , and (2) the date on which

we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Financial Position

After the initial public offering, we had funds

available for a business combination in the amount of approximately $289,500,000 after payment of $10,500,000 of deferred underwriting

On January 11, 2023, we held the 2023 Extension Meeting to, in part, approve the 2023 Extension Amendment Proposal.

In connection

with that vote, the holders of 26,068,281 Class A ordinary shares of the Company properly exercised their right to redeem their shares

for an aggregate price of approximately $10.167 per share, for an aggregate redemption amount of approximately $265,050,166.

satisfaction of such redemptions, the balance in our trust account was approximately $40,425,891.

January 9, 2024, we held the 2024 Extension Meeting to, in part, approve the 2024 Extension

Amendment Proposal.

In connection with that vote , the holders of 2,137,134 Class A ordinary

shares exercised their right to redeem their shares for cash at a redemption price of approximately $11.12 per share for an aggregate

redemption amount of approximately $23,767,574, resulting in 1,794,585 Class A ordinary shares remaining outstanding.

the satisfaction of such redemptions, the balance in our Trust Account was approximately $19,958,005.

Because we are able to complete

our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility

to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs

However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available to

Effecting Our Initial Business Combination

We are not presently engaged in, and we will not

engage in, any operations for an indefinite period of time.

We intend to effectuate our initial business combination using cash from the

proceeds of our IPO and the sale of the private placement warrants, our equity, debt or a combination of these as the consideration to

be paid in our initial business combination.

We intend to complete our initial business combination with Stardust Power, a new corporation

that was formed in March 2023, which may be financially unstable as it is in its early stages of development and growth, which could subject

us to the numerous risks inherent in early stage companies and businesses.

If our initial business combination is paid for

using equity or debt, or not all of the funds released from the trust account are used for payment of the consideration in connection

with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released

to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-business

combination company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination,

to fund the purchase of other companies or for working capital.

There is no current basis for investors in us to

evaluate the possible merits or risks of the target business with which we may ultimately complete our initial business combination.

our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this

assessment will result in our identifying all risks that a target business may encounter.

Furthermore, some of those risks may be outside

of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

Sources of Target Businesses

If we need or choose to find another target business,

target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants,

private equity groups, investment banking firms, consultants, accounting firms and large business enterprises.

Target businesses may be

brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings.

These sources may

also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since some of these sources will

have read this report and know what types of businesses we are targeting.

Our officers and directors, as well as their affiliates, may

also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal

or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

In addition, we expect to receive

a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships

of our officers and directors.

Although we do not presently anticipate engaging the services of professional firms or other individuals

that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event

we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the

terms of the transaction.

We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities

to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our

management determines is in our best interest to pursue.

Payment of finder’s fees is customarily tied to completion of a transaction,

in which case any such fee will be paid out of the funds held in the trust account.

In no event, however, will our sponsor or any of our

existing officers, or their respective affiliates, be paid by us any finder’s fee, consulting fee or other compensation prior to,

or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of

transaction that it is).

However, we may pay any of our existing directors who are not also officers, or any entity with which they are

affiliated, a finder’s fee, consulting fee or other compensation in connection with identifying, investigating and completing our

initial business combination, to the extent such payment is in compliance with all laws and is consistent with independent director requirements.

Such payment may be paid from the proceeds held in the trust account upon consummation of an initial business combination.

officers and directors may enter into employment or consulting agreements with the post-business combination company following our initial

business combination.

The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process

of an acquisition candidate.

We are not prohibited from pursuing an initial

business combination with a company that is affiliated with our sponsor, officers or directors.

In the event we seek to complete our initial

business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent

directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation

opinions that such initial business combination is fair to our Company from a financial point of view.

We are not required to obtain such

an opinion in any other context.

Each of our officers and directors presently has,

and any of them in the future may have, additional, fiduciary or contractual obligations to other entities, including entities that are

affiliates of our sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity

to such entity.

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable

for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual

obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law.

Evaluation of a Target Business and Structuring of Our

Initial Business Combination

In evaluating Stardust Power, we conducted a due

diligence review which encompassed, among other things, meetings with incumbent management and employees, document reviews, interviews

of customers and suppliers, and a review of financial and other information about Stardust Power and its industry.

We utilized our management

team’s operational and capital planning experience.

The time required to select and evaluate Stardust

Power and to structure and complete our initial business combination, and the costs associated with this process, are still ongoing.

costs incurred with respect to the evaluation of and negotiation with Stardust Power that does not ultimately result in the consummation

of the initial business combination will result in our incurring losses and will reduce the funds we can use to complete another business

We will not pay any consulting fees to members of our management team, or their respective affiliates, for services rendered

to or in connection with our initial business combination.

Lack of Business Diversification

For an indefinite period of time after the completion

of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business.

Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it

is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business.

By completing our initial business combination with only a single entity, our lack of diversification may:

● subject us to negative economic, competitive and regulatory

developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial

business combination;

● cause us to depend on the marketing and sale of a single product

or limited number of products or services.

Limited Ability to Evaluate the Target’s Management

Although we closely scrutinized the management

of Stardust Power when evaluating the desirability of effecting our initial business combination with their business, our assessment of

the target business’s management may not prove to be correct.

In addition, the future management may not have the necessary skills,

qualifications or abilities to manage a public company.

Furthermore, the future role of members of our management team, if any, in Stardust

Power cannot presently be stated with full certainty.

While one or more of our directors will remain associated in some capacity with

us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent

to our initial business combination.

Moreover, we cannot assure you that members of our management team will have significant experience

or knowledge relating to the operations of Stardust Power’s business and battery-grade lithium products.

We cannot assure you that any of our key personnel

will remain in senior management or advisory positions with the combined company.

The determination as to whether any of our key personnel

will remain with the combined company will be made at the time of our initial business combination.

Following a business combination, we may seek to

recruit additional managers to supplement the incumbent management of Stardust Power.

We cannot assure you that we will have the ability

to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance

the incumbent management.

Shareholders May Not Have the Ability to Approve Our Initial

Business Combination

We may conduct redemptions without a shareholder

vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association.

However, we will seek shareholder approval if it is required by applicable law or stock exchange listing requirement, or we may decide

to seek shareholder approval for business or other reasons.

Under Nasdaq’s listing rules, shareholder

approval would typically be required for our initial business combination if, for example:

● We issue ordinary shares that will be equal to or in excess

of 20% of the number of our ordinary shares then-outstanding (other than in a public offering);

● Any of our directors, officers or substantial security holder

(as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively having a 10% or greater interest), directly or

indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could

result in an increase in issued and outstanding ordinary shares or voting power of 5% or more;

● The issuance or potential issuance of ordinary shares will

result in our undergoing a change of control.

● The decision as to whether we will seek shareholder approval

of a proposed business combination in those instances in which shareholder approval is not required by law will be made by us, solely

in our discretion, and will be based on business and reasons, which include a variety of factors, including, but not limited to:

● the timing of the transaction, including in the event we determine

shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would

place the Company at a disadvantage in the transaction or result in other additional burdens on the Company;

● the expected cost of holding a shareholder vote;

● the risk that the shareholders would fail to approve the proposed

business combination;

● other time and budget constraints of the Company;

● additional legal complexities of a proposed business combination

that would be time-consuming and burdensome to present to shareholders.

Permitted Purchases and Other Transactions with Respect

to Our Securities

If we seek shareholder approval of our initial

business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer

rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated

transactions or in the open market either prior to or following the completion of our initial business combination.

Additionally, at any time at or prior to our initial

business combination, subject to applicable securities laws (including with respect to material non-public information), our sponsor,

directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with

incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public

However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms

or conditions for any such transactions.

None of the funds in the trust account will be used to purchase public shares or warrants in

such transactions.

If they engage in such transactions, they will be restricted from making any such purchases when they are in possession

of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange

In the event that our sponsor, directors, officers,

advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to

exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling shareholders would

be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination.

do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange

Act or a going-private transaction subject to the going-private rules under the Exchange Act;

however, if the purchasers determine at

the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules.

The purpose of any such transaction could be to

(i) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination,

(ii) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval

in connection with our initial business combination or (iii) satisfy a closing condition in an agreement with Stardust Power, or another

target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where

it appears that such requirement would otherwise not be met.

Any such purchases of our securities may result in the completion of our

initial business combination that may not otherwise have been possible.

In addition, if such purchases are made, the public

“float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities

may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities

Our sponsor, officers, directors and/or their affiliates

anticipate that they may identify the shareholders with whom our sponsor, officers, directors or their affiliates may pursue privately

negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders

(in the case of Class A ordinary shares) following our mailing of tender offer or proxy materials in connection with our initial business

To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private transaction, they

would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for

a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already submitted

a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related

to our initial business combination.

Our sponsor, executive officers, directors, advisors or their affiliates will select which shareholders

to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will

be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities

Our sponsor, officers, directors and/or their affiliates

will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

expect any such purchases would be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act to the extent such

purchasers are subject to such reporting requirements.

Redemption Rights for Public Shareholders upon Completion

of Our Initial Business Combination

We will provide our public shareholders with the

opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to

the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously

released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described

As of December 31, 2023, the amount in the trust account was approximately $43,704,000.

Following the 2024 Extension Meeting where

2,137,134 public shareholders properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.05

per share, for an aggregate redemption amount of approximately $23,615,331, the amount in the Trust Account was approximately $19,958,005.

As of the date of this filing, the amount in the Trust account is approximately $20,161,262.

The per-share amount we will distribute to

investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.

There will be no redemption rights upon the completion of our initial business combination with respect to our warrants.

Further, we will

not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination

does not close.

Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have

agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion

of our initial business combination, and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles

of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right

to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not

complete our initial business combination by the Termination Date, as approved by our shareholders as an amendment to our amended and

restated memorandum and articles of association (an “Extension Period”) or (B) with respect to any other provision relating

to the rights of holders of our Class A ordinary shares.

Distribution of Distributable Redeemable Warrants to Holders

of Class A ordinary shares Not Electing Redemption

At the distribution time, we will effect a distribution

of a number of warrants up to the Aggregate Warrant Amount, as follows:

(i) to the extent that no public shareholders redeem their public

shares in connection with our initial business combination, each public shareholder will receive one-sixth of one distributable redeemable

warrant per public share held and (ii) to the extent that any public shareholders redeem any of their public shares in connection with

our initial business combination, then (A) one-sixth of one distributable redeemable warrant will be distributed to the holder of each

non-redeemed (or “remaining”) public share and (B) no distributable redeemable warrants will be distributed in respect of

any public shares that were redeemed.

Public shareholders who exercise their redemption

rights are not entitled to receive any distribution of distributable redeemable warrants in respect of such redeemed public shares.

any such redemptions occur, the distributable redeemable warrants attached to the redeemed public shares will not be redistributed.

contingent right to receive distributable redeemable warrants will remain attached to our Class A ordinary shares, will not be separately

transferrable, assignable or salable and will not be evidenced by any certificate or instrument.

Our distributable redeemable warrants are otherwise

identical to our detachable redeemable warrants, including with respect to exercise price, exercisability and exercise period.

No fractional

distributable redeemable warrants will be issued, no cash will be paid in lieu of fractional distributable redeemable warrants and only

whole warrants will trade.

The distributable redeemable warrants will be fungible with our detachable redeemable warrants and will become

tradable upon their distribution under the same stock symbol as the detachable redeemable warrants.

Manner of Conducting Redemptions

We will provide our public shareholders with the

opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either

(i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer.

The decision as

to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in

our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction

would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to

be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules).

Asset acquisitions

and share purchases would not typically require shareholder approval while direct mergers with our Company where we do not survive and

any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated

memorandum and articles of association would typically require shareholder approval.

We currently intend to conduct redemptions in connection

with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose

to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons.

So long as we obtain and maintain

a listing for our securities on Nasdaq, we will be required to comply with Nasdaq rules.

If we hold a shareholder vote to approve our initial

business combination, we will, pursuant to our amended and restated memorandum and articles of association:

● conduct the redemptions in conjunction with a proxy solicitation

pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules;

● file proxy materials with the SEC.

In the event that we seek shareholder approval

of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders

with the redemption rights described above upon completion of our initial business combination.

If we seek shareholder approval, we will complete

our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative

vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting.

In such case, our sponsor and each member of our management team have agreed to vote founder shares and public shares of theirs, if any,

in favor of our initial business combination.

As a result, in addition to our initial purchaser’s founder shares, we would need

none of our currently outstanding public shares to be voted in favor of an initial business combination in order to have our initial business

combination approved.

Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against

the proposed transaction or vote at all.

In addition, our sponsor and each member of our management team have entered into an agreement

with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held

by them in connection with (i) the completion of a business combination, and (ii) a shareholder vote to approve an amendment to our amended

and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders

of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem

100% of our public shares if we do not complete our initial business combination by the date by which we are required to consummate a

business combination pursuant to our amended and restated memorandum and articles of association (the “Termination Date”),

or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

If we conduct redemptions pursuant to the tender

offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association:

● conduct the redemptions pursuant to Rule 13e-4 and Regulation

14E of the Exchange Act, which regulate issuer tender offers;

● file tender offer documents with the SEC prior to completing

our initial business combination which contain substantially the same financial and other information about our initial business combination

and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Upon the public announcement of our initial business

combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established

in accordance with Rule 10b5-1 to purchase Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange

In the event we conduct redemptions pursuant to

the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the

Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period.

In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted

If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete

such initial business combination.

Limitation on Redemption upon Completion of Our Initial

Business Combination If We Seek Shareholder Approval

If we seek shareholder approval of our initial

business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer

rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate

of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under

Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than 4,500,000 Class A ordinary shares,

or an aggregate of 15% of the shares sold in our IPO, which we refer to as “Excess Shares,” without our prior consent.

believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders

to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management

to purchase their shares at a significant premium to the then-current market price or on other undesirable terms.

Absent this provision,

a public shareholder holding more than an aggregate of 15% of the shares sold in our IPO could threaten to exercise its redemption rights

if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or

on other undesirable terms.

By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in our IPO without

our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability

to complete our initial business combination, particularly in connection with a business combination with a target that requires as a

closing condition that we have a minimum net worth or a certain amount of cash.

We currently do not have a minimum cash requirement in

the Business Combination Agreement we currently have with Stardust Power to consummate an initial business combination.

However, we would not be restricting our shareholders’

ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

Tendering Share Certificates in Connection with a Tender

Offer or Redemption Rights

Public shareholders seeking to exercise their redemption

rights, whether they are record holders or hold their shares in “street name,” will be required to either tender their certificates

(if any) to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials, as applicable, mailed

to such holders, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal

At Custodian) System (the “DWAC System”), at the holder’s option, in each case up to two business days prior to the

initially scheduled vote to approve the business combination.

The proxy solicitation or tender offer materials, as applicable, that we

will furnish to holders of our public shares in connection with our initial business combination will indicate the applicable delivery

requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.

Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer

period, or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination if we distribute

proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.

Given the relatively short

period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their public shares.

There is a nominal cost associated with the above-referenced

tendering process and the act of certificating the shares or delivering them through the DWAC System.

The transfer agent will typically

charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the

redeeming holder.

However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights

to tender their shares.

The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such

delivery must be effectuated.

The foregoing is different from the procedures

used by many blank check companies.

In order to perfect redemption rights in connection with their business combinations, many blank check

companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a holder could simply

vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her

redemption rights.

After the business combination was approved, the company would contact such shareholder to arrange for him or her to

deliver his or her certificate to verify ownership.

As a result, the shareholder then had an “option window” after the completion

of the business combination during which he or she could monitor the price of the company’s shares in the market.

If the price rose

above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to

the company for cancellation.

As a result, the redemption rights, to which shareholders were aware they needed to commit before the general

meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder

delivered its certificate.

The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming shareholder’s

election to redeem is irrevocable once the business combination is approved.

Any request to redeem such shares, once made, may

be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to approve the business combination,

unless otherwise agreed to by us.

Furthermore, if a holder of a public share delivered its certificate in connection with an election

of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply

request that the transfer agent return the certificate (physically or electronically).

It is anticipated that the funds to be distributed

to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business

If our initial business combination is not approved

or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem

their shares for the applicable pro rata share of the trust account.

In such case, we will promptly return any certificates delivered

by public holders who elected to redeem their shares.

If our proposed business combination with Stardust

Power is not completed, we may continue to try to complete a business combination with a different target until the Termination Date.

Redemption of Public Shares and Liquidation If No Initial

Business Combination

Our amended and restated memorandum and articles

of association provide that we will have only until the Termination Date to consummate an initial business combination.

If we have not

consummated an initial business combination by the Termination Date, we will:

(i) cease all operations except for the purpose of winding

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the

trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses)

divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights

as shareholders (including the right to receive further liquidation distributions, if any);

and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject

in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements

of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire

worthless, and no distributable redeemable warrants will have been issued if we fail to consummate an initial business combination by

the Termination Date.

Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason

prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation

of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands

Our sponsor and each member of our management team

have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the

trust account with respect to any founder shares they hold if we fail to consummate an initial business combination by the Termination

Date (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if

we fail to complete our initial business combination within the prescribed time frame).

Our sponsor, executive officers and directors have

agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles

of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right

to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not

complete our initial business combination by the Termination Date or (B) with respect to any other provision relating to the rights of

holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity to redeem their public shares upon

approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,

including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided

by the number of the then-outstanding public shares.

We expect that all costs and expenses associated

with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the proceeds

from our IPO held outside the trust account plus up to $100,000 of funds from the trust account available to us to pay dissolution expenses,

although we cannot assure you that there will be sufficient funds for such purpose.

If we were to expend all of the net proceeds of

our IPO and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into

account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would

The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have

higher priority than the claims of our public shareholders.

We cannot assure you that the actual per-share redemption amount received

by shareholders will not be less than $10.00.

While we intend to pay such amounts, if any, we cannot assure you that we will have funds

sufficient to pay or provide for all creditors’ claims.

Although we will seek to have all vendors, service

providers, Stardust Power, and any prospective target businesses if our initial proposed business combination is unsuccessful, and other

entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies

held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or

even if they execute such agreements that they would be prevented from bringing claims against the trust account including, but not limited,

to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability

of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the

trust account.

If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management

will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed

a waiver if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party

consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants

that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

Securities LLC and RBC Capital Markets, LLC will not execute an agreement with us waiving such claims to the monies held in the trust

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result

of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any

In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent

any claims by a third party for services rendered or products sold to us (other than our independent registered public accounting firm),

Stardust Power or another potential target business with which we have discussed entering into a transaction agreement, reduce the amounts

in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust

account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of

the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability

will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access

to the trust account nor will it apply to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including

liabilities under the Securities Act.

In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor

will not be responsible to the extent of any liability for such third-party claims.

However, we have not asked our sponsor to reserve

for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity

obligations and we believe that our sponsor’s only assets are securities of our Company.

Therefore, we cannot assure you that our

sponsor would be able to satisfy those obligations.

None of our officers or directors will indemnify us for claims by third parties including,

without limitation, claims by vendors, Stardust Power and any other potential target businesses.

In the event that the proceeds in the trust account

are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of

the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets,

in each case net of the amount of interest which may be withdrawn to pay our income tax obligations, and our sponsor asserts that it is

unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent

directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations.

While we currently

expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations

to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance.

Accordingly, due to the potential claims of creditors, we cannot assure you that the actual value of the per-share redemption price will

not be less than $10.00 per public share.

We will seek to reduce the possibility that our

sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, Stardust

Power or any other potential target businesses or other entities with which we do business execute agreements with us waiving any right,

title, interest or claim of any kind in or to monies held in the trust account.

Our sponsor will also not be liable as to any claims under

our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act.

We had access

to approximately $22,000 as of December 31, 2023 with which to pay any such potential claims (including costs and expenses incurred in

connection with our liquidation, currently estimated to be no more than approximately $100,000).

In the event that we liquidate and it

is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust

account could be liable for claims made by creditors.

However, any such liability would not be greater than the amount of funds from our

trust account received by any such shareholder.

If we file a bankruptcy or insolvency petition

or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the trust account

could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy or insolvency estate and subject to

the claims of third parties with priority over the claims of our shareholders.

To the extent any bankruptcy or insolvency claims deplete

the trust account, we cannot assure you we will be able to return $10.00 per public share to our public shareholders.

Additionally, if

we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed,

any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either

a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek

to recover some or all amounts received by our shareholders.

Furthermore, our board of directors may be viewed as having breached its

fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our Company to claims of punitive

damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.

We cannot assure you that claims

will not be brought against us for these reasons.

public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares

if we do not complete our initial business combination by the Termination Date, (ii) in connection with a shareholder vote to amend our

amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders

of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem

100% of our public shares if we do not complete our initial business combination by the Termination Date or (B) with respect to any other

provision relating to the rights of holders of our Class A ordinary shares, or (iii) if they redeem their respective shares for cash

upon the completion of our initial business combination.

Public shareholders who redeem their Class A ordinary shares in connection with

a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the

subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination by

the Termination Date, with respect to such Class A ordinary shares so redeemed.

In no other circumstances will a shareholder have any

right or interest of any kind to or in the trust account.

In the event we seek shareholder approval in connection with our initial business

combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s

redeeming its shares to us for an applicable pro rata share of the trust account.

Such shareholder must have also exercised its redemption

rights described above.

These provisions of our amended and restated memorandum and articles of association, like all provisions of our

amended and restated memorandum and articles of association, may be amended with a shareholder vote.

our initial business combination with Stardust Power is unsuccessful and we need to search for another target business, we may encounter

intense competition from other entities, including other blank check companies, private equity groups and leveraged buyout funds, public

companies, and operating businesses, in identifying, evaluating and selecting a target business for our initial business combination,

as they are all seeking strategic acquisitions.

In particular, since our incorporation a great number of blank check companies have been

formed, have completed their initial public offerings and have begun searching for acquisition targets, and many or most of these blank

check companies are potential competitors of ours in regard to prospective acquisition targets.

Many of these entities are well established

and have extensive experience identifying and effecting business combinations directly or through affiliates.

Moreover, many of these

competitors possess greater financial, technical, human and other resources than us.

Our ability to acquire larger target businesses

is limited by our available financial resources.

This inherent limitation gives others an advantage in pursuing the acquisition of a

target business.

Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights

may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they

potentially represent, may not be viewed favorably by certain target businesses.

Either of these factors may place us at a competitive

disadvantage in successfully negotiating an initial business combination.

currently have four executive officers.

These individuals are not obligated to devote any specific number of hours to our matters but

they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.

The amount of time they will devote in any time period will vary based on the stage of the business combination process we are in.

are also being provided the services of one or more investment professionals, pursuant to the Services Agreement (as defined below).

We do not intend to have any full-time employees prior to the completion of our initial business combination.

Reporting and Financial Information

have registered our units, Class A ordinary shares and warrants under the Exchange Act and have reporting obligations, including the

requirement that we file annual, quarterly and Current Reports with the SEC.

In accordance with the requirements of the Exchange Act,

our annual reports will contain financial statements audited and reported on by our independent registered public accountants.

will provide shareholders with audited financial statements of Stardust Power as part of the proxy solicitation or tender offer materials,

as applicable, sent to shareholders.

These financial statements may be required to be prepared in accordance with, or reconciled to,

GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with

the standards of the PCAOB.

Stardust Power is currently meeting these financial statement requirements.

If our initial business combination

with Stardust Power is unsuccessful and we need to search for another target business, these financial statement requirements may limit

the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to

disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time

We cannot assure you that any particular target business identified by us as a potential acquisition candidate will have financial

statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare

its financial statements in accordance with the requirements outlined above.

To the extent that these requirements cannot be met, we

may not be able to acquire the proposed target business.

While this may limit the pool of potential acquisition candidates, we do not

believe that this limitation will be material.

are required to evaluate our internal control procedures for the fiscal year ending December 31, 2023, as required by the Sarbanes-Oxley

Unless we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company,

will we not be required to comply with the independent registered public accounting firm attestation requirement on our internal control

over financial reporting.

Stardust Power is currently in compliance with the provisions of the Sarbanes-Oxley Act.

However, if our initial

business combination with Stardust Power is unsuccessful and we need to search for another target business, another target business may

not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.

The development of

the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary

to complete any such acquisition.

have filed a registration statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange

As a result, we are subject to the rules and regulations promulgated under the Exchange Act.

We have no current intention of filing

a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial

business combination.

are a Cayman Islands exempted company.

Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman

Islands and, as such, are exempted from complying with certain provisions of the Companies Law.

As an exempted company, we have applied

for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions

Act (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the

Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition,

that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will

be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part

of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or

other sums due under a debenture or other obligation of us.

are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies

that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic

reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and

shareholder approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive

as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended

transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise

apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following January 14, 2026, (b) in

which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which

means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30 th ,

and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

the context otherwise requires, all references in this section to “we,” “us,” “our,” the “Company”

or “Stardust Power” refer to Stardust Power Inc.

and its subsidiaries.

Some of the information contained in this section

or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes

forward-looking statements that involve risks and uncertainties.

Our principal executive offices are located at 15 E.

Putnam Ave, Suite

378, Greenwich, CT, and our main telephone number at that location is (800) 742-3095.

Overview and History

Power, formed on March 16, 2023, is developing a lithium refinery at our Facility in Muskogee, Oklahoma, with planned capacity of

producing up to 50,000 metric tons per annum of BGLC once fully operational.

March 16, 2023, Roshen Pujari (hereinafter Roshan Pujari), the sole director and a controlling member of Stardust Power LLC, transferred

his ownership in Stardust Power LLC to Legacy Stardust Power.

in exchange for nominal consideration.

Prior to and following the acquisition,

Roshan Pujari controlled both Stardust Power LLC and Legacy Stardust Power.

The Company’s predecessor entity, Stardust Power LLC,

did not have any assets, liabilities, revenue, expenses or cash flows from its inception on December 5, 2022, through March 16, 2023.

On March 16, 2023, Stardust Power Inc.

was organized in the State of Delaware and all the ownership interests of Stardust Power LLC

were transferred to Stardust Power Inc.

At the closing of the Business Combination

(“Closing”), pursuant to the Business Combination Agreement, the Business Combination between GPAC II, First Merger Sub,

Second Merger Sub and Legacy Stardust Power was consummated after which Stardust Power emerged as the surviving company.

GPAC II was subsequently changed to Stardust Power Inc.

As a development stage company, Stardust Power’s strategy is to

advance its project through site acquisition and readiness, source feedstock, and obtain commitment for the offtake of its

Power’s mission is to secure U.S.

energy leadership for national security through the production of battery grade lithium, with

sustainability built into each step of its process.

Power’s battery-grade lithium refinery is being designed and developed to foster energy independence for the United States.

The Company seeks to become a sustainable, cost-effective supplier of BGLC for energy storage across e-mobility, grid

infrastructure, and data centers.

The Facility will be optimized for multiple inputs of lithium source material, including

concentrated lithium brine, lithium chloride, technical and crude lithium feedstocks.

Upon completion of the facility,

Stardust Power expects to secure multiple sources of feedstock from various lithium producers, with the Facility becoming one of the

largest lithium refineries in North America.

Stardust Power intends to enter into letters of intent and memoranda of understanding

to avail itself of lithium brine feedstock supply.

Stardust Power’s business strategy will depend on such agreements and its

ability to source lithium brine.

Power will source lithium feedstock from various suppliers and may make investments upstream to secure additional feedstock.

However, there is uncertainty related to whether and how much economically recoverable lithium exists at such resources and as such

the possibility exists that these efforts may not yield desired economic results.

For more information on associated risks, please

see “ Risk Factors - We face numerous risks related to exploration, construction, and extraction of brine by our

suppliers .” The Company will seek to sell its products to and for the benefit of battery manufacturers, the United

States’ defense industrial base, and Western original equipment manufacturers (“ OEMs ”).

The Company is not

currently producing or selling any BGLC.

of the key driving factors for potential growth of the lithium refining industry are the anticipated increasing demand for

battery-grade lithium products, fueled largely by the anticipated demand and production of EVs.

We anticipate Western automotive

OEMs and battery manufacturers to increasingly seek domestic supply sources.

In turn, we believe this has led to increasing demand

for the critical minerals used in battery cells, such as lithium, driven by strong governmental incentives for American

manufacturing and an evolving geopolitical climate that is creating a national security priority for the United States’

For more information on the demand of EVs and battery-grade lithium, please see “ Current United States Lithium

Refinery Landscape-EV Market Driving Demand for Lithium ” below.

Stardust Power’s market is the United States’

domestic market, which has been estimated in terms of lithium carbonate equivalent to be at 321,000 tons in 2030, 438,000 tons in

2031, 583,000 tons in 2035, respectively, and increasing to 629,000 tons by 2040 1 .

For more information,

please see the graph in “ United States Market - Lithium Battery Landscape ” below.

February 2023, the Company (through its fully owned subsidiary, Stardust Power LLC) received an illustrative incentive analysis for up

to $257 million in performance-based incentives, based on Stardust meeting certain criteria, from the State of Oklahoma (covering Phase

1 and 2) and potential federal incentives, which may also be further eligible for federal grants.

For more information on the incentives

and milestones required to be achieved in order to receive such incentives, please see “ State Incentives ” below.

On January 10, 2024, Stardust Power and the City of Muskogee entered into a Purchase and Sale Agreement (“the

PSA ”) to purchase the site in Southside Industrial

Park, Muskogee, Oklahoma in Port Muskogee for a total of $1,662,030.

On December 16, 2024, the Company completed the purchase and acquired

title to the land.

and Industry Overview

global market for lithium is being driven primarily by the development and manufacturing of cathode active material for lithium-ion batteries.

Cathode material capacity and production is currently concentrated in Asia, particularly China, Japan and Korea.

the coming years, significant cathode material production capacity is expected to come online in Europe and North

America while capacity and production in China, Japan, Korea also increases.

The market for lithium compounds faces barriers to

entry, including access to an adequate and stable supply of lithium feedstock, the need to produce sufficient quality and quantity,

technical expertise and development lead time.

Dominance in Lithium-ion Batteries and the Need for Domestic Sources in the United States

batteries have become the rechargeable battery of choice in cell phones, computers, electric vehicles, and large scale electric stationary

storage systems.

Global production capacity of lithium-ion batteries was approximately 2.8 terawatt-hours (“TWh”)

per year at the end of March 2023 and is forecasted to grow to approximately 6.5 TWh in 2030, led by China, which is projected

to account for more than half the market share, alongside North America and Europe, each projected to produce over 1 TWh of lithium-ion

battery capacity, according to S&P Global Market Intelligence.

2 This is supported by regulatory and consumer-driven tailwinds

increasing demand for power-consumption through higher performance applications.

This, in turn, is driving the need for resilient and

geographically diverse sources of battery metals and precursor materials, including lithium.

Market Intelligence data, S&P Global, Project Blue, Goldman Sachs, Companies websites, lithium expert interviews.

Global Market Intelligence.

“Lithium-ion battery capacity to grow steadily to 2030.

SP Global Market Intelligence”, dated July

Available at:

https://www.spglobal.com/marketintelligence/en/news-insights/research/lithium-ion-battery-capacity-to-grow-steadily-to-2030.

battery supply chain can be separated into three segments:

(mining and extraction of raw materials);

(processing of raw materials into battery-grade components);

(cell and pack manufacturing, as well as end-of-life recycling and reuse) 3 .

supply chains for the critical minerals in these batteries differ in terms of the geography of raw material production, although a few

countries produce the majority of supply for each critical mineral.

Arguably the most important choice is the selection of cathode material,

as cathodes are over half of the cost of a battery cell and largely determine crucial battery characteristics such as energy density

and charging speed.

refiners source battery-grade materials from suppliers to manufacture into cell components, including cathodes, anodes, electrolytes,

and separators.

The majority of global refining capacity is currently located in Asia.

manufacturers source cell components and assemble those components into modules and packs, which are then sold to OEMs.

Cell manufacturing

is currently concentrated in China, with the country accounting for over 77% of global cell manufacturing capacity, as of 2022, and estimated

at 69% in 2027.

segment of the lithium-ion battery supply chain has seen disparate quantities of investment, with those variations further pronounced

with specific geographies.

While there is significant cell manufacturing and OEM manufacturing capacity in the United States, a minority

of global battery materials, particularly as they relate to EVs, are sourced from inside the United States resulting in a severe domestic

capacity imbalance.

7 This risk in the security, and cost of supply has resulted in numerous issues for industries reliant

on lithium-ion batteries and has the potential to setback the adoption of EVs and renewable energy storage.

As a result, Stardust Power

intends to focus its business strategy on the United States’ domestic production of refining BGLC utilizing federal and state government

incentives, in addition to public and private market investments.

vehicle battery chemistry affects supply chain disruption vulnerabilities”.

Cheng, Erica R.

Fuchs, Valerie J.

and Jeremy J.

https://www.ncbi.nlm.nih.gov/pmc/articles/PMC10923860/.

“China’s Dominance in Battery Manufacturing”, dated January

Available at:

https://www.visualcapitalist.com/chinas-dominance-in-battery-manufacturing/.

7 Congressional

Research Service.

Critical Minerals in Electric Vehicle Batteries, dated August 29, 2022

Retrieved from https://crsreports.congress.gov/product/pdf/R/R47227.

United States Lithium Refinery Landscape

United States lithium refinery landscape is rapidly evolving, with significant developments underway to bolster domestic

capabilities in lithium production, crucial for battery-grade materials used in EVs and other technologies.

Here is an overview of notable projects and how Stardust Power aligns:

Power intends to build what it expects to be one of the largest battery-grade lithium refineries

in North America.

The Facility is expected to produce up to 50,000 metric tpa once fully

has commenced a project in Texas, establishing a refinery expected to support the production

of 1 million EVs by 2025.

has announced a project in Arkansas, establishing a refinery expected to support the production

of over 1 million EVs by 2030.

Ltd has announced it is advancing the Rhyolite Ridge Lithium-Boron Project in Nevada, with

plans to significantly contribute to the United States lithium supply.

Americas has announced that the Thacker Pass project by Lithium Americas in Humboldt County,

Nevada, is targeting a substantial lithium carbonate production capacity.

They have announced

that the mechanical completion of Phase 1 production is targeted for 2027.

Landscape and New Market Entrants

United States lithium refining sector is seeing increased activity, partly driven by government policies such as the Inflation

Reduction Act, which incentivizes domestic production.

New players like Stardust Power are entering the market, positioning

themselves through strategic initiatives such as mergers and joint ventures to fund their development.

Existing firms like Albemarle

are expanding their operations to capitalize on the growing demand for lithium, driven by the EV market expansion.

Power’s Position Relative to Competitors

Power is positioning itself as a key player in the domestic supply chain for lithium, a critical material for battery production.

seeking to establish one of the largest refineries of its kind in the United States, Stardust Power aims to enhance its competitive

edge and market visibility.

Its strategic location in Oklahoma, provides a centralized hub by which we intend to

leverage existing industrial and shipping infrastructure, aligning logistically with upstream sources of feedstock and downstream

the hard rock lithium refineries of the other United States players in the industry, the Company’s central refinery is being

designed to be optimized for multiple lithium brine inputs.

By utilizing a “hub and spoke” refinery model, the Company

believes it can scale production more efficiently through sourcing feedstock from different sources.

This provides a potential

competitive advantage of minimizing the dependence on a single supply source.

United States lithium refining industry is expected to grow significantly, with continued investments and expansions, given the continuing political support towards onshoring of critical mineral production in United States.

The entry of new

players like Stardust Power indicates a dynamic shift towards increasing domestic production capabilities.

This trend is likely to continue

as the demand for lithium-ion batteries escalates and the United States seeks to reduce its reliance on foreign critical minerals.

summary, the United States lithium refinery sector is on a robust growth trajectory, with significant investments from both new entrants

like Stardust Power and established players.

This expansion is crucial for supporting the broader energy transition and EV market growth

in the United States.

8 https://www.reuters.com/business/autos-transportation/tesla-plans-produce-lithium-1-mln-vehicles-texas-refinery-elon-musk-2023-05-08/

https://www.reuters.com/markets/commodities/exxon-aims-make-key-lithium-technology-decision-by-year-end-2024-02-15/#:~:text=The%20company%20last%20fall%20announced,electric%20vehicle%20(EV)%20batteries.

10 https://www.ioneer.com/rhyolite-ridge-project/about-rhyolite-ridge/

11 https://lithiumamericas.com/news/news-details/2024/Lithium-Americas-Provides-a-Thacker-Pass-Construction-Plan-Update/default.aspx#:~:text=PROJECT%20TIMELINE,full%20capacity%20production%20in%202028.

Market Opportunity

lithium market is expected to grow significantly through 2030 as a result of the electrification of cars and the growth in the energy

storage segment.

Due to the strict rules that internal combustion engine automakers must adhere to in order to reduce carbon dioxide

emissions from automobiles, the automotive application market is estimated to increase significantly over the course of the projection

This has led to the increased focus on EVs by automakers, which in turn is expected to increase demand for lithium and related

A typical EV battery would require about 850 grams of BGLC per kilowatt-hours (“kWh”) 12 , and each EV has

an average battery capacity of 50 kWh.

Hence, an average EV will require approximately 40 kg of BGLC 13 .

Given that its refinery

will be able to produce up to 50,000 metric tpa of BGLC, Stardust Power estimates they will be able to supply approximately 1.2 million

EVs which is estimated to contribute to approximately 10%-11% of the United States’ EV market by 2035, estimated at 11 million

the growing lithium-ion battery market is expected to benefit from the continued advancement of DLE technologies, further described

below, which may enhance the industry’s ability to respond promptly to rising demand.

light of the Company’s objective to emerge as a significant supplier of BGLC within the United States, it is estimated that a portion

of the global lithium market constitutes the Company’s TAM .

Additionally,

we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take

advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the aggregate worldwide market value of

our ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded

$100 million during such completed fiscal year and the aggregate worldwide market value of our ordinary shares held by non-affiliates

equals or exceeds $700 million as of the prior June 30.

the substantiation for this belief stems from market analysis and industry trends indicating the growing demand for BGLC, particularly

within the context of the expanding EV market and advancements in energy storage solutions.

Given the pivotal role of BGLC in powering

EVs and supporting renewable energy integration, the projected growth trajectory of the lithium product market substantiates the Company’s

focus on this segment as its TAM.

Furthermore, the Company’s strategic positioning and expected operational capabilities aimed

at servicing the United States’ market reinforce the viability of targeting this segment within the broader global lithium market.

Additionally, the market impact of the Facility may be assessed from the demand side by calculating the units of EVs that can be supplied

by the plant.

International

Renewable Energy Agency.

“Lithium is critical to the energy transition.

IRENA” dated 2022.

Available at:

https://www.irena.org/-/media/Files/IRENA/Agency/Technical-Papers/IRENA_Critical_Materials_Lithium_2022.pdf.

“Electric Vehicles Are Forecast to Be Half of Global Car Sales by 2035”, dated February 10, 2023.

Available at:

https://www.goldmansachs.com/intelligence/pages/electric-vehicles-are-forecast-to-be-half-of-global-car-sales-by-2035.html.

Market Driving Demand for Lithium

to BloombergNEF’s 2023 Long-Term Electric Vehicle Outlook (“ BNEF EV 2023 ”), under the Economic Transition Scenario

(“ ETS ”) 15 , the EV adoption in global passenger vehicle sales may increase from 14% in 2022 to 30% by 2026.

Additionally, the global fleet of passenger electric vehicles is expected to increase from 27 million in 2022 to approximately 107 million

units in 2026, approximately 245 million units in 2030, and approximately 731 million units by 2040, representing a penetration rate

of 7.6%, 16% and 46%, for the years 2026, 2030 and 2040, respectively, of all passenger vehicles on road 16 .

to EV Volumes, 2023 global light-duty EV (Battery Electric Vehicles and Plug-in Hybrid Electric Vehicles) sales increased approximately

35% as compared to 2022.

Global light-duty EV adoption increased from approximately 13% in 2022 to approximately 16% in 2023;

light-duty EV adoption increased from approximately 27% in 2022 to approximately 34% in 2023.

17 We believe the strong EV demand

growth in 2023 was driven by automakers’ increased product offering, increased consumer awareness and adoption, national and regional

governments’ announced incentives, subsidies, and more stringent fuel economy/carbon dioxide emissions regulations to support electrification

15 BloombergNEF.

“Electric Vehicle Outlook 2023”, dated 2023.

Available at:

https://assets.bbhub.io/professional/sites/24/2431510_BNEFElectricVehicleOutlook2023_ExecSummary.pdf.

“Global EV Sales for 2023.” Available at:

https://www.ev-volumes.com/.

2024 and beyond, fuel economy/carbon dioxide emissions regulations for commercial vehicles coupled with environmental commitments of

an increasing number of corporations are likely to propel electric commercial vehicle sales.

According to BNEF EV 2023, for commercial

vehicles 18 , road freight demand is estimated to increase by 46% globally from 2022 to 2040.

Under the ETS, light-duty commercial

vehicles are estimated to electrify rapidly, propelled by existing favorable total cost of ownership as compared to diesel vans.

more than a third of all new sales are estimated to be electric, increasing to approximately two-thirds by 2040.

Further, under the ETS,

battery electric buses are estimated to represent 65% of global fleet by 2040.

Additionally, electric light-duty commercial vehicle sales

are estimated to increase to approximately 6 million vehicles in 2030 and to approximately 15 million vehicles by 2040, electric medium-and

heavy-duty commercial vehicle sales are estimated to increase to approximately 1 million vehicles in 2030 and to approximately 2.5 million

vehicles by 2040, and electric bus sales are estimated to increase to approximately 0.17 million vehicles in 2030 and to approximately

0.23 million vehicles by 2040 19 .

Market Current Dynamics

global lithium market has recently experienced substantial price decreases.

Spot prices peaked at over $80,000 per ton in December 2022

but have since declined to just over $10,345 per ton as of March 2025, representing a decrease of over 88%.

This downturn, attributed to oversupply and softened demand, raises concerns for industries reliant on lithium-ion batteries, such

as EVs, renewable energy storage, consumer electronics and refineries.

The decline may have implications for the industry and for Stardust

current price declines, the ongoing escalation in energy demand and the diversification away from over-reliance on fossil fuels

suggests continued rising demand for lithium-powered energy sources over the long term.

S&P Global forecasts stabilization in

lithium carbonate prices within a range between $20,000/mt and $25,000/mt from 2024 to 2027.

BloombergNEF.

“Electric Vehicle Outlook 2023” dated 2023.

Prices in Free Fall:

Implications for Clean Energy Transition in the Private Sector.” Available at:

https://www.bradley.com/insights/publications/2024/02/lithium-prices-in-free-fall-implications-for-clean-energy-transition-in-the-private-sector and https://tradingeconomics.com/commodity/lithium

Lithium Supply

most of the lithium mining is situated in Australia and Latin America followed by China.

An announced pipeline

of projects will likely introduce new players and geographies to the lithium-mining map.

This reported capacity base is projected to

be enough for supply to grow at a 20% annual rate to reach over 2.7 million metric tons of lithium carbonate equivalent by 2030.

forecasted demand and supply indicates a balanced industry for the short term, there is a potential need to galvanize new capacity by

Additional lithium sources required to bridge the supply gap are predicted to come from different types of lithium sources.

three lithium sources, of these novel types of lithium sources, which will create the greatest portion of Stardust Power’s feedstock

are from (i) salt flats (ii) produced water and (iii) geothermal brines.

“Lithium Mining:

How New Production Technologies Could Fuel the Global EV Revolution.” Available at:

https://www.mckinsey.com/industries/metals-and-mining/our-insights/lithium-mining-how-new-production-technologies-could-fuel-the-global-ev-revolution.

Flats - Salt flats, also known as salt pans or saltpans, are vast expanses of land covered with salt and other minerals left

behind by the evaporation of water.

These flats often contain lithium-rich brine beneath their surface layers.

By implementing DLE

technology, lithium can be efficiently extracted from the brine beneath salt flats.

Produced Water -

Produced water, a residual from oil and gas extraction, is commonly viewed

Yet, it holds potential with its mineral content, notably lithium.

Its reservoirs are promising for extraction.

isolate and concentrate lithium ions from produced water in order to extract the lithium.

Geothermal Brine - Geothermal brine refers to the hot water that naturally occurs beneath

the Earth’s surface, typically in areas with volcanic activity or high levels of geothermal heat.

It contains dissolved minerals

and salts, including lithium.

DLE methods aim to selectively extract lithium from geothermal brine efficiently.

Domestic Market in the United States

Lithium-Battery

and projected demand is dominated by EVs, but lithium-ion batteries also are ubiquitous in consumer electronics, critical defense

applications, and in stationary storage for the electric grid.

We believe EVs have changed the domestic economy in irreversible

With the increasing electrification of the United States’ transportation sector, growth in employment associated with

EVs has already been demonstrated.

In the United States, 23 EV sales reached a market share of 7.6% in 2023, and

according to some estimates, that figure could increase to a 67% gap over the next decade.

24 Since the IRA passed in

2022, companies have invested $85 billion in new EV and battery manufacturing and supply chain facilities in the United States,

resulting in 82,000 new United States jobs, according to data from the EV Jobs Hub.

While estimates vary, Bloomberg projects

worldwide sales of 56 million passenger EVs in 2040, of which 17% (about 9.6 million EVs) will be in the United States’

If all batteries for Bloomberg’s projected 9.6 million EVs were manufactured abroad, that would result in roughly $100

billion in imports.

Capturing this market is key for the future viability of the United States auto industry, which historically has

contributed 5.5% of the total United States’ gross domestic product.

In addition to the EV market, grid storage uses of

advanced batteries are also anticipated to grow, with Bloomberg projecting total global deployment to reach over 1,095 GW by 2040,

growing substantially from 9 GW in 2018.

25 To participate in the lithium-based battery market, the United States needs a

robust supply chain, upstream, midstream and downstream to produce state-of-the-art, reliable EV and grid storage batteries at

Stardust Power is intending to capture a portion of the midstream market through the development of its lithium

Benchmark Market Intelligence, S&P Global, Project Blue, Goldman Sachs, Companies websites;

Hatch Analysis

Resource Defense Council.

“Demand Grows for Electric Cars, But Does the Market Support

Green Jobs in the EV Industry?” Available at:

https://www.nrdc.org/stories/demand-grows-electric-cars-does-market-green-jobs-ev-industry.

Department of Energy.

“FCAB National Blueprint Lithium Batteries.” Available

https://www.energy.gov/sites/default/files/2021-06/FCAB%20National%20Blueprint%20Lithium%20Batteries%200621_0.pdf.

to the Benchmark Mineral Intelligence Source, the lithium industry needs to invest $116 billion by 2030 if the world is to meet the ambitious

targets set by governments and the largest automakers.

The analysis’s high case scenario, which encompasses data from the International

Energy Agency on enacted country-level policies, would require 5.3 million tons of lithium carbonate equivalent in production today,

which could result in supply shortages, potential causing an increase in lithium

and Future Market Structures

Trends and Opportunities

the United States’ market for lithium-ion batteries, or alternative rechargeable battery chemistries, can be delineated into the

commercial and the national defense markets.

While these markets are distinct in their end-use applications and requirements, they are

alike in their need for innovation and research and development.

Successful domestic production and reliable supply chains in both markets

will be key for the United States’ economic competitiveness and security.

States’ Economic Posture

forecasts 3.2 million EV sales in the United States for 2028, and over 200 GW of lithium-ion battery-based grid storage deployed

globally by 2028.

27 With an average estimated EV battery capacity of 100 kWh, 320 gigawatt-hours

(“ gWH ”) of domestic lithium-ion battery production capacity will be needed just to meet passenger EV demand.

Benchmark Mineral Intelligence forecasts domestic lithium-ion battery production capacity of 148 GWh by 2028, less

than 50% of projected demand.

29 These projections indicate threats to the ability of the U.S.

to serve domestic

In this scenario, domestic supply chains for the transportation, utility, and aviation sectors may become vulnerable or beholden

to strategic competitors for key technologies.

Security Posture

Mineral Intelligence.

“Lithium Industry Needs Over $116 Billion to Meet Automaker and Policy Targets by 2030”, dated

August 4, 2023.

Available at:

https://source.benchmarkminerals.com/article/lithium-industry-needs-over-116-billion-to-meet-automaker-and-policy-targets-by-2030.

Department of Energy.

“FCAB National Blueprint Lithium Batteries.” Available at:

https://www.energy.gov/sites/default/files/2021-06/FCAB%20National%20Blueprint%20Lithium%20Batteries%2006210.pdf.

increasing demand for lithium products and their importance to advanced technologies and energy infrastructure highlights the national

security urgency of the current domestic import dependence.

In October 2024, China banned the export of lithium batteries to U.S.

producers, including producers of military drones, and without any alternative, those domestic producers were forced to begin rationing

batteries and tempering sales to Ukraine.

30 The defense industrial base requires reliable and secure advanced energy storage

technologies for many of its most sensitive technologies, including drones.

This means domestic BGLC production is vital for not only

commercial competitiveness but national security.

On President Trump’s first

day of his second term in office, on January 20, 2025, his administration published an executive order proclaiming a national state of energy

Within the executive order, the White House defined critical minerals as “energy”, then explicitly referenced

the importance of refining stating that “insufficient energy production, transportation, refining, and generation constitutes an

unusual and extraordinary threat to our Nation’s economy, national security, and foreign policy.” 31

Lithium Technologies

Direct Lithium Extraction

DLE is a concentrating

technology that will occur near the lithium source and precedes the lithium refining process being developed for our refinery in

We anticipate partnering with third-party DLE providers for this capability.

DLE technologies aim to efficiently

concentrate lithium brines found in naturally occurring salt flats, geothermal reservoirs, and oilfield produced water.

technology replaces the need for traditional evaporation ponds.

There are various forms of DLE technology, including

adsorption-based, ion-exchange, membrane-separation, or solvent-extraction.

Use of DLE, when compared to traditional evaporation

ponds for brine, offers several advantages such as reducing the environmental footprint, shortening production timelines, increasing

lithium recovery rates, minimizing freshwater usage, and enhancing product purity.

Currently, only adsorption-based DLE has been

implemented at commercial scale (in Argentina and China).

Scaling up DLE technologies may significantly improve lithium production

efficiency, lower operating costs, and improve sustainability.

Stardust Power has entered into letters of intent with DLE suppliers

to evaluate their technologies and will continue to evaluate prospective partners in the space.

Incentives Through the IRA and BIL

The IRA signed into law by

then President Biden in August 2022 has several provisions intended to stimulate domestic demand for EVs and motivate producers to

shift their battery supply chain to North America.

The bill extends availability of the $7,500 credit on the purchase of new EVs and

eliminates the cap on the number of cars that can qualify.

The IRA also provides that, starting January 1, 2024, to be eligible, a

vehicle must not only be built in North America, but its battery must be comprised of at least 40 percent of materials sourced in

North America or a United States trading partner.

Each year that percentage rises by 10 percent until by 2027 whereby it reaches 80

percent of the battery materials.

Given China’s preeminent position in the battery supply chain currently, the IRA may be a

strong motivation for battery manufacturers to locate in North America, increasing demand for BGLC from North American sources.

Additionally,

the DOE has committed $3 billion to bolster the domestic EV supply chain in alignment with the BIL.

Despite increased mining

efforts, it is projected that the United States will still rely on imports for lithium production in the next five to ten years.

BIL intends to incentivize sourcing of critical minerals from countries with U.S.

free trade agreements.

Within the BIL, the federal

government aims to allocate approximately $370 billion over the next decade to facilitate the clean-energy transition.

https://www.csis.org/analysis/why-chinas-uav-supply-chain-restrictions-weaken-ukraines-negotiating-power

https://www.whitehouse.gov/presidential-actions/2025/01/declaring-a-national-energy-emergency/

Factories in the United States

global gigafactory market is expected to grow at a CAGR of 18.03% from 2023 to 2028, driven by the increasing adoption of EVs.

32 Competition

for gigafactory investments is intensifying, with global capacity projected to expand tenfold by 2030.

This is mostly due to Giga

factories’ ability to produce batteries at GWh levels;

a 1 GWh factory can produce enough batteries for 17,000

that global capacity is expected to expand by ten times from its 2020 level by 2030, competition for gigafactory investment is expected

to intensify at a significant rate.

the United States, the DOE forecasts the operation of 13 new battery cell gigafactories by 2025 in the United States, marking a significant

shift in battery manufacturing.

34 This development positions the United States as a prominent hub for EV production.

IR Act has further spurred investments in North American EV supply chains.

The IEA’s recent report reveals that between August

2022 and March 2023, major EV and battery manufacturers announced a cumulative investment of $52 billion in North American EV supply

Market Estimates.

“Gigafactory Market Report.” Available at:

https://www.globalmarketestimates.com/market-report/gigafactory-market-3915.

Markets Reports.

“US Gigafactories:

Powering the Electric Vehicle Revolution.” Available at:

https://evmarketsreports.com/us-gigafactories-powering-the-electric-vehicle-revolution/.

Market Estimates.

“Gigafactory Market”, dated March 11, 2024.

Available at:

https://www.globalmarketestimates.com/market-report/gigafactory-market-3915.

Markets Reports.

“US Gigafactories:

Powering the Electric Vehicle Revolution.” Available at:

https://evmarketsreports.com/us-gigafactories-powering-the-electric-vehicle-revolution/.

Stardust Power looks to become a leading producer

of BGLC in the United States.

Our approach is to establish a large central refinery, optimized for multiple inputs of brine lithium feedstock.

Sustainability is a core focus at every level of operations, from how feedstock is sourced to the use of renewable energy at the refinery.

We are limiting air emissions through the electrification of production lines and preserving water through the implementation of zero

liquid discharge (“ ZLD ”) technologies, recycling water, among others.

Developments in the domestic market impact the Company in the following

Market Demand:

With the growth in demand for EVs and energy infrastructure, we look to position the Company to serve the broad set of battery and advanced technology manufacturers supporting this expanding ecosystem.

Supply Chain Stability:

Bolstered by support from the federal government, domestic supply chains will continue to trend towards domestic resiliency.

Regulatory Environment:

Efforts to streamline permitting, reduce regulatory hurdles, and provide financial support for infrastructure development, all provide continued evidence of prioritizing domestic lithium production.

The key components of Stardust Power’s business strategy are as follows:

Reduce Technology Risk:

The Company seeks to mitigate technology risk within its refinery process.

The Company’s plan to develop the Facility involves executing a fully chemical conversion process using commercially proven technologies.

This approach aims to minimize risks associated with technology adoption.

Engage Specialized Partners:

The Company has engaged two specialized engineering firms with extensive track records in lithium.

has been enlisted to provide a preliminary readiness assessment (“ Readiness Assessment ”) and an FEL-1 scoping study.

Primero Group has been enlisted to provide FEL-3 engineering services.

Feedstock Flexibility :

The Company anticipates sourcing feedstock for its refinery from multiple suppliers.

Moreover, the company seeks to vertically integrate its supply chain through investments, joint ventures, and strategic partnerships.

By implementing a “hub and spoke” model, we aim to efficiently aggregate lithium feedstock supplies, enhancing scalability and resiliency.

and Sale Agreement

January 10, 2024, Stardust Power and the City of Muskogee entered into the PSA to

purchase the site in Southside Industrial Park, Muskogee, Oklahoma in Port Muskogee for a total of $1,662,030.

December 16, 2024, the Company completed the purchase and acquired title to the land.

Stardust Power and the City of Muskogee entered

into a Development Agreement which calls for the Company to (i) commence the construction of the Facilities within 12 months from

January 10, 2024, and (ii) diligently proceed to completion without unreasonable delays, but subject to construction delays and interruptions

due to occurrences of Force Majeure, as defined in the PSA.

Commencement of construction is to include the development of plans and specification

for the Facilities and the start of dirt work for the Facility.

PSA further calls for the City of Muskogee to aid Stardust Power in its development of its lithium refinery by using commercially reasonable

efforts to facilitate discussions between the Company and the Muskogee City-County Port Authority (the “ Authority ”)

regarding the Company’s procurement of such agreements with the Authority as may be appropriate regarding the use of the Port Muskogee,

which may include, without limitation barge, rail storage and truck capabilities to access and transport goods and supplies to and from

the Facility at Port Muskogee.

Port Muskogee will assist the Company with the exploration of incentives, grants and other funding opportunities to improve access to

the property, with a focus on the following specific improvements and the goal that they may be completed prior to the estimated completion

of the Facility:

(i) upgrading and improving West 53rd Street to provide a second entrance to the site, and (ii) extending rail service

Company believes that the secured site at Southside Industrial Park within the Port Muskogee, and Oklahoma in general, is an ideal location

for its Facility.

The geographic location of Oklahoma is advantageous from a supply and offtake perspective.

Oklahoma is a legacy energy

producer and has favorable industrial regulations.

Port Muskogee has been designated by the United States’ Customs and Border Protection

as a Foreign Trade Zone, which reduces costs and increases potential operating income, providing port industries a competitive advantage

in meeting global supply chain demands.

Port Muskogee is dedicated to investing in its community and announced a $58 million investment

in infrastructure improvements in January 2023.

36 Stardust Power anticipates these improvements could increase its operational

efficiency, improve resiliency to weather events, and support continuous growth with increased multi-modal throughout the terminal area.

Muskogee has robust workforce and education systems in place.

It has 24 post-secondary institutions within 60 miles (including four post-secondary

institutions within Muskogee County) more than 2,140 post- secondary programs offered within 60 miles, and over 14,377 post-secondary

completions annually within 60 miles.

The Muskogee Center for Workforce Excellence focuses on manufacturing by deploying resources, leveraging

existing programs, and aligning with local and regional employment demand.

The state has a highly skilled workforce in the oil and gas

engineering sector that can be trained for lithium refinery operations.

site has access to the largest inland waterway system in America, a strong interstate highway network, and rail lines.

The City of Muskogee

has begun the process of creating a tax increment financing district (“TIF”) to complete infrastructure improvements including

a rail line to the west of the property and West 53rd Street to the north up to industrial access grade creating an Industrial Truck

Corridor from State Highway 64 to State Highway 69.

The proposed multimillion dollar TIF was designed for the benefit of the Company.

Stardust Power intends to occupy 66 of the 260 acres at Port Muskogee, excluding creeks.

Due Diligence

site due diligence, including:

a critical issues analysis (“ CIA ”), a Phase I Environmental Site Assessment (“ ESA ”),

a Geotechnical Study, Cultural Survey, Logistics Study, and a readiness assessment, has been conducted .

Issues Analysis

behalf of Stardust Power, certain legal counsel and ENERCON Services Inc.

conducted a CIA of land cover, water resources, biological

resources, protected lands, and a review of regulatory and permitting considerations for a proposed lithium refinery in the Project

The Cultural Resource Project Area consists of a 0.6-km buffer surrounding the Project Area, (originally the proposed 81 acres,

from which the 66 acres was carved out).

This CIA provides a broad, yet comprehensive overview of the key environmental resources identified

during preliminary project planning and includes a review of publicly available background information, regulatory constraints, and risks.

The CIA further provides recommendations, such as additional work that might be necessary or prudent for further evaluation and/or mitigation

of potential risks to each resource before project implementation.

1 Environmental Site Assessment

was retained to perform a Phase I ESA of the Project Area during September and October of 2023.

This assessment has revealed no evidence

of Recognized Environmental Conditions (“ RECs ”), Controlled RECs, Historical RECs, or Vapor Encroachment Conditions

in connection with the Project Area.

Department of Commerce.

“Port Muskogee Investing in Infrastructure, Launches New Brand.” Available at:

https://www.okcommerce.gov/port-muskogee-investing-in-infrastructure-launches-new-brand/.

the SW Muskogee, OK Quadrangle Map (USGS 2018), creeks and ponds are mapped on the subject property.

During site reconnaissance, ENERCON

observed dry creeks located near the northwestern and southeastern corners of the subject property.

ENERCON reviewed the online National

Wetland Inventory mapper for additional information regarding the on-site surface waters.

No significant data gaps were encountered.

per ENERCON’s suggestion, the delineation of the wetlands was executed by the Company by excluding the risk areas from the Purchase

and Sale Agreement, which resulted in the purchase of 66 acres of land by the Company.

See “ The Site - Purchase and Sale Agreement .”

February 19, 2024, ENERCON delivered a report in support of the construction of the proposed lithium processing plant.

The report concluded

that physiographic, topographic, hydrologic, soil, and subsurface structural conditions are suitable for the construction of a lithium

processing plant within the Project Area in Muskogee County, Oklahoma.

site was evaluated as part of the Readiness Assessment performed by Hatch, which was completed on October 11, 2023.

Hatch also conducted

a scoping study, completed on April 17, 2024, where Hatch reviewed the Site from a business and technical perspective, including using

multi-nodular logistics.

Following a preliminary review, the presently held view is:

site has approximately 66 acres available, after the carveout of creeks, which may be of

adequate size based on current conditions.

Power appears to have identified certain key permitting requirements.

of process water discharge may simplify permitting.

early-stage view is based on incomplete information now available, as well as numerous assumptions and considerations, and is subject

Gas and Electric Substation Feasibility

January 31, 2024, Stardust Power and Oklahoma Gas & Electric entered into an Electric Service Will Serve Agreement (the “ OG&E

Agreement ”) in which OG&E has agreed to sell Stardust Power electricity at the site contingent upon OG&E performing

engineering and design services, including procurement of materials and/or equipment, to determine the costs of providing electricity

These costs shall be paid by Stardust Power through a Minimum Bill Agreement, which shall be entered into at a future date.

Currently, construction power exists on the site suitable to take the project to the next phase.

The OG&E Agreement will be reviewed and renegotiated if necessary, pending the conclusions from the FEL-3 Report.

term of the OG&E Agreement is effective until the execution of the definitive Minimum Bill Agreement.

Power is establishing its business to deliver value with a strong focus on the midstream refinement process and an intention to minimize

risk in its business model by partnering with experts across the value chain.

The Company seeks to be a diversified player, with upstream

and downstream integration in the future, in partnership with their industry partners.

central refinery is being designed to be optimized for multiple lithium brine inputs.

By utilizing a “hub and spoke”

refinery model, the Company believes it can scale production more efficiently through sourcing lithium brine feedstock from

different sources.

This limits risk of dependence on a single type of feedstock.

It also differentiates Stardust Power from other

lithium refineries which are in the process of being constructed in the United States.

The Company’s strategy is to source

supply from multiple sources which may include feedstock from (i) salt flats, (ii) geothermal brines, and (iii) produced water.

Additionally, Stardust Power is also able to intake technical or crude grade lithium for its conversion process.

the ordinary course of business, Stardust Power has entered into non-binding letters of intent and memorandums of understanding in order

to secure feedstock.

The following is a description of certain non-binding letters of commitments to which we are a party.

Metals Exclusivity Agreement

November 9, 2024, the Company entered into a 90-Day exclusivity agreement with IRIS Metals, an ASX-listed metals company, which follows

the Company’s investment into IRIS Metals for approximately $1.65 million or 10 million shares of IRIS Metals.

The agreement allows

the Company to explore a strategic partnership with, or investment in, IRIS Metals, including, without limitation, a commercial offtake

arrangement for battery-grade lithium production, financing or other investment in IRIS Metals or its affiliates, beginning December

Following the completion of the initial investment, Stardust Power owns approximately 6% of IRIS Metals.

On March 7, 2025, the company extended the exclusivity period for additional 30 days.

Additionally,

Stardust Power has the option to acquire a second tranche of 10 million shares in IRIS Metals on the same terms as the initial investment,

plus warrants to acquire ordinary shares of IRIS Metals at an exercise price of $0.40 per share.

This second tranche investment is subject

to approval by IRIS Metals shareholders and other conditions precedent.

this stage, we do not know how much financing this project will require, or whether such financing will be available on acceptable terms,

Furthermore, we cannot predict with certainty when these projects will begin production, if ever.

Resources Letter of Intent

March 15, 2024, Stardust Power and Usha Resources entered into a non-binding Letter of Intent (the “Jackpot LOI”), except

for certain binding terms such as those relating to the exclusivity period until June 30, 2025, as extended, to acquire an interest in

Usha Resources’ lithium brine project, situated in the United States.

Usha Resources is an established lithium developer with multiple

projects in development.

The Jackpot Lake Lithium Brine Project is a flagship asset of Usha Resources and is a lithium brine asset located

in the United States, comprising of 8,714 acres of property.

The project is currently engaged in its maiden drill program.

LOI provides Stardust Power with the exclusive option to agree to acquire up to 90% of the interests held by Usha Resources in the Jackpot

Lake project, based on an indicative earn-in schedule.

As part of a definitive agreement, Stardust Power would be required to invest

into the development of the Jackpot Lake project.

this stage, we do not know how much financing this project will require, or whether such financing will be available on acceptable terms,

Furthermore, we cannot predict with certainty when these projects will begin production, if ever.

Letter of Intent

March 13, 2024, Stardust Power and IGX, entered into an exclusive letter of intent (the “ IGX LOI ”) to potentially

acquire interests in certain mining claims (the “ IGX Claims ”).

The contemplated transaction is subject to the entering

into of a definitive agreement, due diligence by Stardust Power, and other factors.

In connection with the entering into the non-binding

IGX LOI, Stardust Power has paid a non-refundable payment of $30,000 in connection with obtaining a binding exclusivity right.

Stardust Power has agreed to binding provisions relating to (i) a right of first refusal in favor of Stardust Power and (ii) the delivery

of a form promissory note in favor of IGX (the “IGX Note”).

If executed, the promissory note, in the amount of approximately

$235,000, is to be used for the payment of the maintenance fees of the IGX Claims and is for a term of twenty-four (24) months with

an annual interest rate of six percent (6%) and repayment due upon maturity.

IGX LOI provides that the promissory note will be entered into regardless of whether the parties have reached a definitive agreement

by July 1, 2024.

On August 19, 2024, the Company entered into a promissory note arrangement with IGX for $176,000 to allow the

Company to potentially be able to enter into related agreements and partnerships with IGX on the Project.

The IGX Note carries an

interest rate of 6% with a maturity date of December 16, 2024.

On December 19, 2024, the Company extended the exclusivity and

maturity of the promissory note to February 28, 2025.

The IGX Note is secured by a letter of intent for possible acquisition,

including through a potential joint venture, of IGX’s mining claims.

The payment is made solely for the payment of all 2024 BLM

fees and county land maintenance fees, notice of intent and associated filing fees for the claims owned by IGX.

The Company is in active

discussion in negotiating the terms for repayment and is evaluating multiple options including a possible strategic investment.

Stardust Power acquires an interest in any of the IGX Claims, the balance of the promissory note shall be credited as part of Stardust

Power’s investment and IGX shall have not been required to repay the note.

IGX has conducted initial assessments which need to

be analyzed to determine the next steps for the venture.

This is an early-stage development company, and the Company is conducting ongoing

diligence with respect to the progress, timeline, and development of the IGX toward becoming a feedstock supplier.

At this stage, we

do not know how much financing this project will require, or whether such financing will be available on acceptable terms, or at all.

Furthermore, we cannot predict with certainty when these projects will begin production, if ever.

Letter of Intent

October 10, 2023, Stardust Power entered into a non-binding (except for the confidentiality provision) letter of intent with QX Resources

Limited (“ QXR ”) to negotiate an agreement to work together collaboratively and in good faith to assess the lithium

brines contained in the Liberty Lithium project (the “ Project ”).

At this stage, we do not know how much financing

this project will require, or whether such financing will be available on acceptable terms, or at all.

Furthermore, we cannot predict

with certainty when these projects will begin production, if ever.

connection with entering into of the non-binding letter of intent, the parties have memorialized their intent to evaluate options to

potentially supply Stardust Power with lithium brine products from the Project at their own costs and evaluate options to determine if

there is an economically feasible process to produce lithium products from the Project to potentially supply Stardust Power with a limited

volume of such products.

In connection with the entering into of this letter of intent, Stardust Power made an initial equity investment

of $200,000 in QXR.

This letter of intent has since lapsed as per its terms.

August 16, 2024, the Company entered into a promissory note arrangement with IG Lithium LLC (“IGL”) for $316,000 (the “ IGL

Note ”) to allow the Company to enter into related agreements and future partnerships with IGL on the Project.

carries an interest rate of 6% with a maturity date of July 1, 2025.

The IGL Note is secured by first priority in all rights, title,

interest, claims and demands of IGL related to the Project and other assets of the Company.

and Engineering

Power worked with leading engineering firms to advance its project from general concept to FEL-1 status.

an engineering, procurement and construction management firm in the lithium industry was engaged to provide a readiness assessment and

a scoping study, (FEL-1), to attempt to minimize technology risks.

was engaged by the Company to conduct a preliminary readiness assessment covering:

project risk assessment;

artistic site renderings;

financial model assumption review;

equipment procurement timelines.

this assessment, Hatch performed a DLE output simulation of the water samples using adsorption technology, identified expected ranges

of impurities, lithium recovery, and options to process the feedstock, assessed transportation options and expected ranges of costs at

high level, and provided high level financial model inputs for CAPEX and OPEX based on benchmarks only.

Hatch completed the front-end

loading, (FEL-1), also known as a scoping study as of April 17, 2024.

date, Hatch has not transferred any intellectual property to Stardust Power.

There is no royalty that is owned and due to be paid to

Agreement and FEL-3 Project Development with Primero

August 4, 2024, the Company entered into an engineering agreement with Primero (the “ Primero Agreement ”) pursuant

to which Primero agreed to provide certain engineering, design and consultancy professional services, including to assist in procurement

of major equipment, engage relevant third parties for construction and provide a FEL-3 report of the Company’s Facility

at Southside Industrial Park, Muskogee, Oklahoma in Port Muskogee.

The total amount due pursuant to the Primero Agreement, assuming full

performance, is approximately $4.7 million, in the aggregate, subject to customary potential adjustments and is due for completion in

the first half of 2025.

(Final Investment Decision) Reporting:

is preparing a comprehensive FEL-3 report that encapsulates the results of 8 months of technical, financial, and risk analysis.

report is pivotal for the Company to make informed decisions regarding project viability, as well as assist the Company in obtaining

project finance for the Facility.

Exclusive Concentration Technology License

February 7, 2025, (the “ License Agreement Effective Date ”), the Company executed an exclusive license agreement with

KMX (the “License Agreement”).

the terms of the License Agreement, KMX agreed to irrevocably license to the Company the use of KMX’s vacuum membrane

distillation technology (“VMD Technology”) and associated processes and systems (including units incorporating the VMD

Technology (“KMX VMD Units”)) for the purpose of the Company’s use of the technology in its refining and upstream

Among other obligations set forth in the License Agreement, third parties shall be required to exclusively purchase all

KMX VMD Units for the specific use of lithium concentration within the jurisdictions of the exclusive license, from Stardust Power

during the term of the License Agreement on the terms and conditions set forth therein.

The License Agreement grants Stardust Power the

exclusive right to sub license, use, market, sell and operate KMX’s VMD Technology across the United States, Canada and select

international markets.

Company agreed to pay KMX a royalty comprised of 500,000 shares of Common Stock (the “Royalty Shares”).

The securities are being offered and sold by the Company pursuant to an exemption from the registration requirements of the

Securities Act provided by Section 4(a)(2) and/or Regulation D promulgated thereunder, as a transaction not involving a public offering.

License Agreement shall have a term beginning the License Agreement Effective Date until either of the following dates as determined

by the stock price of the Common Stock on the Nasdaq Global Market 240 days following the License Agreement Effective Date:

the event the Actual Royalty Amount is less than $2,000,000, the second anniversary of the License Agreement Effective Date;

the event the Actual Royalty Amount is equal to or greater than $2,000,000 but less than $8,000,000, the fifth anniversary of the

License Agreement Effective Date;

or (iii) in the event the Actual Royalty Amount is equal to $8,000,000 or more, the seventh

anniversary of the License Agreement Effective Date.

The Company can renew the term of the License Agreement at its sole option upon

the expiration of the initial term for an additional five years if the Company acquires three or more KMX VMD Units during the

initial term.

The “Actual Royalty Amount”, as defined in the License Agreement, is determined by the sum of the value of

the Royalty Shares remaining unsold by KMX on the date that is 240 days following the License Agreement Effective Date, plus the

gross proceeds from any sales of the Royalty Shares prior to such date.

Company agreed to provide certain registration rights to KMX with respect to the Royalty Shares, including piggyback rights, subject

to the execution of a definitive agreement by the parties.

KMX agreed not to sell any Royalty Shares until the earlier to occur of (i)

effectiveness of a registration statement covering the Royalty Shares or (ii) the expiration of the relevant holding period pursuant

to Rule 144 of the Securities Act, and in any event, only in amounts of an aggregate of 62,500 Royalty Shares total during each 30-day

period, with the first such period beginning on the earlier to occur of (i) or (ii) above.

Power is developing a large central refinery in a phased approach.

The first phase is the construction of an up to 25,000 metric tpa

production line.

The second phase is to add a second production line of up to 25,000 metric tpa to create a total capacity of up to

50,000 metric tpa.

technological innovation of Stardust Power’s planned refinery is the ability for the Facility to refine different types of

lithium brine inputs.

The Facility is being designed to accept lithium brines, of a certain approved chemical composition.

Stardust Power’s intention that the Facility will be able to dilute, re-pulp and blend feedstock as necessary, to produce a consistent feedstock.

Stardust Power’s strategy is to

differentiate itself by screening for a broader set of contaminants, in comparison to other lithium refineries.

Accordingly, by

conducting a broader screening and, in turn, a more involved purification process, the Company plans to be able to blend different

types of feedstock.

Furthermore, an advantage of using DLE technology is the ability to remove certain contaminants upstream prior

to them reaching the Facility, allowing for more optionality for feedstock characteristics.

The conversion process is a fully

chemical conversion process.

The Facility’s planned chemical process is a mature, proven and well understood process which has

been deployed substantially in South America.

The Company’s flowsheet, detailed below, is expected to result in the production

of solid BGLC (approximately 99.7%) from liquid lithium chloride feed.

rendering concept of the Facility’s site plan below includes the main plant, feedstock warehouse, feedstock tanks, intermediate

feedstock containers, reagents warehouse, unloading station, consumables warehouse, product warehouse, electrical generator, utilities,

water tank, dilution tank, calcium and magnesium residue disposal, ZLD water system, carbon dioxide storage tank, solvent extraction,

administrative building and parking area.

Company intends to take a phased approach to setting up its Facility and expansion.

Thereafter, it intends to emerge as a leading supplier

of BGLC in the United States.

The total cost of the refinery, which includes all direct and indirect costs and contingencies needed to

engineer and build the refinery, has been estimated at $1,165 million which includes a conservative contingency amount typical of FEL 1 studies.

capex numbers will be updated as per the FEL-3 study conclusion.

Phase 1, the Company seeks to build its first production line of up to 25,000 metric tpa capacity.

Phase 1 also includes building

essential infrastructure for the site such as storage facilities, road networks, and additional infrastructure that will be shared

by the Facility’s first and second production lines (“Train 1” and “Train 2”, respectively).

Phase 1, Train 1 and common infrastructure, will consist of detailed engineering, procuring critical and non-critical equipment, and

building the front-end and back-end of Train 1 simultaneously.

Building the front and back-end simultaneously will provide an operating

self-sufficient production line with the capability to process either technical grade or lithium chloride brine for conversion to BGLC.

The approach of constructing front and back-end simultaneously has the advantage of cost and schedule maximization.

This strategy is

designed to enable Stardust Power to efficiently enter the market as a BGLC manufacturer.

1 (Train 1 and common infrastructure)

Power will partner with a leading engineering, procurement and management firm, for the development of up to 25,000 metric tons in

annual production capacity.

The majority of the activities will focus immediately on-site development earthworks, infrastructure,

buildings, and utilities, better enabling Stardust Power to effectively mobilize contractors to a well-prepared site.

Post FID, the

Company expects that Train 1 and Common Infrastructure will be engineered and constructed in line with standard construction

timeline, typically expected to span over a 24-30-month period.

The total cost for Phase 1 has been estimated

preliminarily at an Association for the Advancement of Cost Engineering (“ AACE ”) Class 5 Level.

The timeline and

cost are based on numerous variables and assumptions and are early phase estimates only and are likely to change.

Phase 2, Stardust Power plans to expand and set up an additional production line with a capacity of 25,000 metric tons of

battery-grade lithium to its Facility for a total production capacity of up to 50,000 metric tpa.

The completion of construction and

mechanical installation of Phase 2 may be completed in a similar timeframe as Phase 1, after completion and commissioning of Train

The total refinery cost of Train 2 has been estimated preliminarily at an AACE Class 5 level .

By building an

additional production line, mirroring the Train 1 design, the Company plans to maximize the continuity of design from Train 1, into

the design of Train 2.

The timeline and cost are based on numerous variables and assumptions and are early phase estimates only and

are likely to change.

Brine Feedstock

typical hard rock ore mining, Stardust Power may source lithium brine feedstock for its Facility from (i) lithium salt flats,

(ii) geothermal brines, and (iii) produced water.

Lithium brine production can reduce environmental impact as compared to hard rock mining

which typically requires invasive land use which can severely impact the land.

Additionally, the use of hard rock sources increases carbon

emission due to the high degree of exothermic reactions needed for conversion.

This is because, hard rock lithium mining involves extracting

lithium from rocks that contain the mineral.

This is typically done through open-pit mining, which can involve blasting and excavating

large amounts of rock.

The process is energy-intensive and can result in significant amounts of waste rock and tailings, which can contain

toxic chemicals and heavy metals.

Additionally, hard rock mining can require large amounts of water.

This could be an issue in regions

where water resources are already scarce.

It is estimated that 60% of the total global mined lithium supply comes from using this method.

On the other hand, lithium can also be extracted from brine sources, which involves extracting lithium from underground brine pools.

These can be found in areas such as salt flats and dry lakebeds, where water has evaporated over time, leaving behind mineral deposits.

The brine can be pumped to the surface and then processed to extract the lithium.

This typically requires less water and produces less

waste than hard rock mining.

In terms of the carbon footprint of each method, Benchmark Minerals has stated that “in almost every

metric, lithium chemicals from hard rock sources are more environmentally damaging than those from brine sources,” and that “processing

hard rock is a much more energy-intensive process than brine.”

Power has a supplier code of conduct to monitor the sources of feedstock to provide for high environmental standards.

Although DLE technology

is emerging, Stardust Power believes that the experience and expertise of its partners will enable it to leverage the benefits of the

DLE technologies advantageously, while at the same time lowering risks that could emerge due to the newness of the technology.

Power’s refining Facility will be engineered to be partially electric and thus produce lower emissions than facilities powered by

traditional fossil fuels or natural gas, which is also expected to reduce noise and limit carbon emissions.

The Company’s planned

carbonation process to manufacture BGLC is a chemical conversion process.

This process does not use large exothermic reactions, making

Stardust Power’s Facility cleaner and safer than a typical oil and gas refinery.

There are no kiln or smokestacks at our Facility.

Company is committed to largely using sustainable sources of power accessible in Oklahoma, including solar, wind power and natural

main byproducts from the plant are largely salt, which is closely comparable to road salt, calcium, magnesium, among others.

non-toxic and non-hazardous materials that can be sold, repurposed, or safely disposed of in an offsite landfill.

Our conversion process

does not create hazardous materials.

Facility is engineered for a zero-liquid-discharge system that removes the need for wastewater ponds for depleted brine.

Liquid byproducts

will be purified and recycled for reuse in the Facility or evaporated.

This limits discharge into the public sewer system or the surrounding

Power believes that community outreach is important for social engagement to build strong relationships with local communities, be available

in providing explanations to local administrative bodies about various aspects of the project in case of queries, address potential concerns

regarding potential impact as well as highlight potential benefits of setting up the Facility.

This is expected to include providing

educational opportunities for local elementary and high school students in the Hillsdale and Muskogee public school districts.

terms of financing of the refinery project, Stardust Power seeks to finance its project cost through a mix of debt, equity as well

Below is a summary of some of the potential financial instruments:

July 8, 2024, the Company consummated the transactions contemplated by the PIPE Subscription

Agreements with the PIPE Investors pursuant to which the PIPE Investors agreed to purchase

a total of 1,077,541 shares of Common Stock in a private placement at a price of $9.35 per

share, for an aggregate commitment amount of $10,075,000.

October 7, 2024, the Company entered into a Common Stock Purchase Agreement (the “ Purchase

Agreement ”) and a related Registration Rights Agreement with B.

Riley Principal

Capital II, LLC, the selling stockholder.

Upon the terms and subject to the satisfaction

of the conditions set forth in the Common Stock Purchase Agreement, the Company will have

the right, in its sole discretion, to sell up to $50,000,000 of newly issued shares of Common

Riley Principal Capital II, subject to certain conditions and limitations contained

in the Purchase Agreement, from time to time during the term of the Purchase Agreement.

of Common Stock pursuant to the Purchase Agreement, and the timing of any sales, are solely

at the option of the Company.

The Company is under no obligation to sell any securities to

Riley Principal Capital II under the Purchase Agreement.

December 31, 2024, the Company entered into binding term sheets with certain investors pursuant

to which the Company has agreed to sell, and the Investors have agreed to purchase, Company

securities for an aggregate amount of $550,000 (the “Private Placement”).

of the Private Placement are expected to be used by the Company for capital expenditures, working

capital and general corporate purposes.

The Investors have agreed to purchase, and the Company

has agreed to issue and sell, up to $550,000 in shares of Company common stock, par value

$0.0001 per share (“Common Stock”) at a price equal to 95% of the closing bid

price of the Common Stock on the last trading day prior to the closing date for the Private Placement.

In addition, each Investor will receive warrants representing the right, exercisable within

five years of the closing date, to purchase up to 50% of the shares of Common Stock purchased

by such Investor in the Private Placement, with each whole warrant exercisable for one share of Common

Stock at an exercise price of $11.50 (the “Warrants”).

January 27, 2025, the Company consummated a public offering of an aggregate of (i) 4,792,000

shares of Common Stock and (ii) Common Stock purchase warrants to purchase up to 4,792,000

shares of Common Stock.

Each share of Common Stock and associated warrant to purchase one

share of Common Stock was sold at a combined public offering price of $1.20.

received aggregate gross proceeds of approximately $5.75 million, before deducting placement

agent fees and other offering expenses.

Further, on March 16, 2025, pursuant to a Warrant Inducement Letter (the “Inducement Letter”), the investor agreed to exercise, for cash, the Common Warrants to purchase an aggregate

of 4,792,000 shares of common stock at the exercise price of $0.62 per share in exchange

for the Company’s agreement to issue to the investor a new common stock purchase warrant,

to purchase up to 9,584,000 shares of common stock (the “Inducement Warrants,”

and the shares issuable upon exercise of the Inducement Warrants, the “Inducement Warrant

We expect a portion of the financing of the lithium refinery to come through debt financing.

We have no binding

commitments from any person to provide financing at this time, and we are not certain whether the financing will be available to us as

needed on acceptable terms, or at all.

For more information, please refer to the subsections “ Promissory notes ”, “ Insurance

fund borrowing ”, and “ Short-term loans ” under “ Management’s Discussion and

Analysis of Financial Condition and Results of Operations-Sources of Liquidity and Going Concern ”.

Power has received an illustrative incentives package for up to $257 million of incentives from the State of Oklahoma, subject to

meeting milestones, to offset the refinery’s costs, and other conditions.

For more information, please refer to “-State

Incentives and Initiatives

Government Incentives and initiatives

management team believes that Stardust Power may benefit from substantial grants, financing, and other incentives provided by various

government organizations designed to facilitate American manufacturing of battery-grade lithium products.

These incentives include but

are not limited to the following:

Department of Energy Loan Programs

Office ATVM Program :

provides loans to support the manufacture of eligible advanced technology vehicles and qualifying components, including newly authorized

modes from the Bipartisan Infrastructure Law.

Expanded uses beyond light-duty vehicles include medium-and heavy-duty vehicles, trains

or locomotives, maritime vessels including offshore wind support vessels, aircrafts, and hyperloop.

Department of Defense, Defense

Production Act :

Defense Production Act’s Expansion of Domestic Production Capability and Capacity Funding

Opportunity Announcement FA 0003546 is a government initiative aimed at enhancing domestic

production capabilities critical to national defense, including critical minerals.

financial support to eligible entities to bolster manufacturing of strategic materials, components,

and technologies essential for defense applications and those applications deemed to be a

national security threat to the United States.

Department of Energy Grant:

The Office of Manufacturing and Energy Supply Chains plans to issue a Funding Opportunity

Announcement titled “Bipartisan Infrastructure Law 40207(b) Battery Materials Processing and 40207(c) Battery Manufacturing Grants

Round II,” funded in part by the Infrastructure Investment and Jobs Act, a significant investment in infrastructure totaling over

$62 billion allocated to the DOE, aims to enhance the United States’ competitiveness, create jobs, and provide equitable access

to economic benefits, particularly for disadvantaged communities.

As part of this initiative, over $7 billion will be invested in the

battery supply chain from fiscal years 2022 to 2026, focusing on sustainable sourcing of critical minerals, processing, and end-of-life

battery recycling.

Additionally, the DOE announced up to $3.5 billion from the Infrastructure Law to bolster domestic production of advanced

batteries and materials, supporting clean energy industries and creating union jobs.

Department of Defense Office of Strategic Capital (“OSC”):

Broadly, the OSC will do two things as part

of its partnered capital strategy for critical technologies.

First, it will identify and prioritize promising critical technology areas

for the Department of Defense.

Second, it will fund investments in those critical technology areas, including supply chain technologies

not always supported through direct procurement.

To accomplish this, the OSC will partner with private capital providers and other federal

agencies to employ investment vehicles that have proven successful in other United States government contexts.

January 2025, President Trump issued an executive order directing an immediate pause on the disbursement of funds appropriated through

the BIL, IR Act, and the IRA.

This pause on disbursements is subject to ongoing legal challenges.

Oklahoma Department of Commerce provides a robust incentive package including 5% cash rebates on payroll for all new jobs created for

10 years through the Quality Jobs Program, and an Investment Tax Credit (“ ITC ”).

The Facility falls in an Oklahoma

Opportunity Zone which is defined as an economically distressed area based on declining population, lower than average per capita

income, and higher than average poverty rates.

Manufacturers who invest a minimum of $50,000 in depreciable property in Oklahoma Opportunity

Zones receive double the investment tax credit equating to 2% of depreciable property invested for 5 years.

In addition to the Quality

Jobs Program and ITC, the state provides a 5-year property tax exemption and a sales tax exemption on machinery, goods, and electricity

used during the manufacturing process.

Below is a table setting forth the different state incentives which may be applicable to Stardust

State Incentive Program

Potential Amount of State Incentive

Stardust Power Needs for Applicability

Century Oklahoma Quality Jobs Program

based on $99,562,000 in annual payroll over 10 years

an average wage of $120,071

at least 10 new jobs in Oklahoma in 3 years

basic health insurance

Department of Energy.

“Biden-Harris Administration Announces $3.5 Billion to Strengthen Domestic Battery Manufacturing.” Available at:

https://www.energy.gov/articles/biden-harris-administration-announces-35-billion-strengthen-domestic-battery-manufacturing.

Department of Defense.

“Secretary of Defense Establishes Office of Strategic Capital.” Available at:

https://www.defense.gov/News/Releases/Release/Article/3233377/secretary-of-defense-establishes-office-of-strategic-capital/.

State Incentive Program

Potential Amount of State Incentive

Stardust Power Needs for Applicability

Quality Jobs Program

based on $99,562,000 in annual payroll over 10 years

an average wage of 110% of the average county wage ($55, 980 in FY 2026)

$2.5 million in new annual payrolls in Oklahoma in 3 years

basic health insurance

State Incentive Program

Potential Amount of State Incentive

Stardust Power Needs for Applicability

with Investment/New Jobs tax credit

based on a total investment of $800,000 in depreciable property

investment of $50,000 in Oklahoma

credit doubles if the investment exceeds $40 million investment or takes place in an enterprise zone (both of which Stardust Power

plans to meet)

Property Tax Exemption

at least $500,000 in construction, acquisition, or expansion;

an average payroll requirement listed in the Oklahoma Quality Jobs Program

(Inventory) Tax Exemption

on goods that come from outside the state and leave the state held for assembly, storage, manufacturing, processing, or fabricating

moved through the Port Muskogee within 9 months

Tax Exemption on Machinery and Equipment

tangible personal property used in the development of the Facility and the refining

Tax Exemption on Goods and Energy Consumed in Manufacturing

all fuel and electric power used in the development of the Facility and the refining

Company has engaged the services of industry experts to assist the Company in applying for government grants, such as those in Oklahoma,

in an optimal and efficient manner.

The Company has submitted applications for grants under the Department of Defense, Defense Production

Act and the Department of Energy Grant for Bipartisan Infrastructure Law 40207(b) Battery Materials Processing and 40207(c) Battery Manufacturing

Grants Round II.

These applications are currently under review.

The Department of Defense grants could total up to $27.5 million and

the Department of Energy grants could total up to $150 million;

however, there are no assurances that the Company will obtain these grants.

Further, there are no anticipated timelines for receiving responses on the government grant applications or expectations for receipt

of any grant proceeds.

The Company has been advised with respect to its grant application under the Defense Production Act that such

application would be held, but currently there is no such funding available under the program.

Power does not own or license any intellectual property which we consider to be material.

The Company has applied for registration of

its trademarks, bearing application No.

97927512 for Trademark/Service Mark Application for the United States on May 9, 2023.

its business grows, the Company may in the future develop or acquire intellectual property that may be valuable or material to the business.

Stardust Power has not commenced production, we have no existing customers.

The Company has received non-binding letters of intent from

industry participants but does not have any definitive offtake agreements with potential customers.

28, 2025, the Company entered into a non-binding letter agreement with Sumitomo, contemplating a long-term commercial offtake agreement,

pursuant to which Sumitomo would agree to acquire 20,000 metric tons of lithium carbonate per year from the Company’s first line

of production, with the potential to increase to 25,000 metric tons based on mutual agreement.

The initial contract term would span 10

years starting from the date of the first qualification of the Company’s lithium carbonate for sale to any of Sumitomo’s

customers, with an option for Sumitomo to renew for an additional five years under mutually agreed terms, provided written notice is

given to the Company at least twelve months prior to the end of the initial term.

a developer, Stardust Power seeks to execute their mission of becoming a leading producer of BGLC, by relying on the

collective experience of its management team.

The management team expects to execute, explore and evaluate opportunities for generating

revenues and increasing their access to supply properties, and assets, as well as all potential funding options.

Some opportunities for

growth could be in the form of (i) strategic partnerships, (ii) off-take agreements, (iii) diversification of supply, (iv) acquisitions

of companies and technologies, and (v) participation in related commercial development activities.

an early-stage company, Stardust Power’s material decisions executed by its management are central to the development of the Company’s

long-term goals and success.

Additionally, as a pre-revenue company, Stardust Power’s access to financing and ability to obtain

financing would be central to its success.

The Company notes that it has not yet commenced operations at the refinery and, accordingly,

it has not yet produced any lithium products.

Company intends to build its competitive strengths and continue to develop and execute its strategy in the following manner:

● Experienced

management team:

the team has decades of technical expertise and experience across global

mining consulting firms, and manufacturers, specializing in lithium-ion technology for electric

vehicles, hydrocarbon energy company, as well as successful capital raising and running profitable

ventures, across multiple geographies;

optimized for multiple inputs:

the process of creating a matrix of multiple sources of

feedstock and processing in the refinery reduces risk and costs, and is an important and

significant industry differentiator;

optimized refining process, locational advantage, and subsequently, an integrated

play is expected to hasten time to market and ability to generate revenue faster;

of brine feedstock:

use of brine feedstock will provide alternative sources to mined

lithium deposits, for the production of BGLC for domestic market use, and hence have independence

from importing raw material, which would have a favorable impact on lowering cost and faster

time to market;

technology risk:

use of existing and proven technologies and partnerships with global

experts for mid-stream operations in refinery operations, which is expected to minimize technical

risks in the value chain, resulting in reduced uncertainties and cost controls, and reduce

risks of the emerging DLE technology by partnering with players who have contributed to the

advancement of DLE projects;

manufacturing:

ability to manufacture and contribute to lithium sourcing and manufacturing independence

for domestic consumption in the United States market, leading to job creation, particularly in economically

backward regions, once in production.

and Market Barriers

currently has many end uses, including ceramics and glass, batteries, greases, air treatment and pharmaceuticals.

However, it is the

battery industry that is expected to predominantly drive future demand growth for lithium.

This is expected to come from several areas:

(i) the continued growth of small format batteries for cell phones, laptops, digital cameras and hand-held power tools, (ii) the transportation

industry’s electrification of automobiles, buses, delivery vehicles, motorcycles, bicycles and boats using lithium-ion battery

technology, and (iii) large format batteries for utility grid-scale storage.

small number of companies dominate the production and refining of end-use lithium products such as lithium carbonate and lithium hydroxide

and are often situated in China, such as Tianqi Lithium.

These companies have an established presence, higher degree of financial resources,

existing strategic partnerships, and existing experienced workforces.

Stardust Power will compete with these companies on attracting

human capital, securing supply of feedstock, and in selling its products.

Accordingly, the price of Stardust Power’s planned products

may be affected by factors beyond our control, including fluctuations in the market prices for lithium, supplies of lithium, demand for

lithium, and mining activities of our competitors.

activities for our Facility are subject to extensive laws and regulations, which are overseen and enforced by federal, state, and local

These applicable laws govern development, construction, production, various taxes, labor standards, occupational health

and safety, waste disposal, protection and remediation of the environment, protection of endangered and protected species, and other

Various permits from governmental authorities will be required for construction and manufacturing operations, and we cannot

be assured such permits will be received.

Environmental, health and safety laws and regulations may also, among other things:

notice to stakeholders of proposed and ongoing exploration, drilling, environmental studies,

mining, or production activities;

the installation of pollution control equipment;

the types, quantities and concentrations of various substances that can be used or released

into the environment in connection with, lithium manufacturing, or other production activities;

or prohibit drilling, mining, lithium manufacturing or other production activities on lands located within wetlands,

areas inhabited by endangered species and other protected areas, or otherwise restrict or prohibit activities

that could impact the environment, including water resources;

preparation of an environmental assessment or an environmental impact statement.

with environmental, health and safety laws and regulations may impose substantial costs on us, subject us to significant potential

liabilities, and have an adverse effect on our capital expenditures, results of operations, or competitive position.

Violations and

liabilities with respect to these laws and regulations could result in significant administrative, civil, or criminal penalties,

remedial clean-ups, natural resource damages, permit modifications and/or revocations, operational interruptions and/or shutdowns,

and other liabilities, as well as reputational harm, including damage to our relationships with customers, suppliers, investors,

governments or other stakeholders.

The costs of remedying such conditions may be significant, and remediation obligations could

adversely affect our business, results of operations, and financial condition.

Federal, state, and local authorities frequently

revise environmental, health and safety laws and regulations, and any changes in these regulations, or the interpretations thereof,

could require us to expend significant resources to comply with new laws or regulations or changes to current requirements and could

have an adverse impact on our business operations.

federal, state, and local permits are required for the project.

State permitting focuses on air emissions, wastewater, and stormwater

Federal permitting focuses on possible cultural, biological, and natural resources and threatened/endangered species impacts.

The key permitting agency for the project at the state level is the Oklahoma Department of Environmental Quality (the “DEQ”).

Stardust Power has received from the DEQ the general permit for stormwater discharges from Construction Activities, along with approval

of its stormwater pollution prevention plan.

In addition, Stardust Power has submitted to the DEQ the required air emissions permit application

on January 20, 2025, and has received on February 20, 2025, notification that such permit is declared administratively complete and is

now under technical review.

are currently not aware of any such legal proceedings or claims that we believe will have a material adverse impact on our business,

financial condition or operating results.

However, from time to time, we may receive various demand letters or become involved in

various lawsuits and legal proceedings, which arise in the ordinary course of business.

Company maintains one active website, www.stardust-power.com , which serves as its corporate website and contains information about

the Company and its business.

The information included on Stardust Power’s website is not incorporated by reference in any other

report or document filed with the SEC, and any reference to such website is intended to be an inactive textual reference only.

Information and Facilities

is a Delaware corporation.

Our registered office is located at 251 Little Falls Dr, Wilmington, New Castle, DE 19808, and

our corporate mailing address is 15 E.

Putnam Ave, Suite 378, Greenwich, CT 06830.

mailing address for our Oklahoma office is at 6608 N.

Western Ave Suite 466, Nichols Hills, OK 73116.

telephone number is (800) 742-3095 The registered office of our subsidiaries is located at 251 Little Falls Dr, Wilmington, New

Castle, DE 19808.

have an office in Oklahoma, which is located at 9112 N.

Kelley Ave, Suite C, Oklahoma City, Oklahoma 73131, covering 1,493 square

feet, which has been assigned to the Company by VIKASA Capital Partners LLC (“VCP”), an affiliate of the Company, on March 16, 2023.

lease for the same is on a short-term basis.

About Our Executive Officers

Pujari, Chief Executive Officer and Chairman

Pujari, 47, has served as Chairman of the Board and as our Chief Executive Officer since the consummation of the Business Combination

in July 2024.

Prior to the Business Combination, Mr.

Pujari co-founded Stardust Power and served as Chief Executive Officer of the Company

from its inception in March 2023.

In his role as Chief Executive Officer of Stardust Power, he is responsible for developing and executing

strategy, operations, key hires and financing.

Pujari is a highly seasoned chief executive officer.

Pujari has over 20 years

of experience in investments and transactions and has demonstrated expertise and deep domain knowledge in new company formation and

fund raising.

He is highly skilled in dealmaking, identifying niche opportunities and leading them to successful ventures.

Prior to co-founding

Stardust Power, Mr.

Pujari founded VIKASA Capital LLC in 2012, and then organized as VIKASA Capital Inc.

in 2021, as a diversified investment

firm investing into global markets and clean energy.

Pujari led the firm’s clean energy practice where he developed a deep

understanding of lithium.

He is also a philanthropist, having founded the Pujari Foundation, a 501(c)(3) non-profit organization, to

promote the interests of education, arts, and community around the globe.

Pujari has served on numerous philanthropic boards and

served as a Governor’s appointee to the Oklahoma Arts Council.

He served as trustee for the Heritage Hall School from 2017 to 2021,

his alma mater.

Pujari attended the University of Redlands in California, where he majored in both History and Government, and was

in the honor society in both majors.

Pujari also has a diploma from Heritage Hall, Oklahoma, where he was awarded “Top Speaker”

in the National Tournament in 1995.

Cortegoso, Chief Technical Officer

Cortegoso, 42, has served as the Chief Technical Officer of Stardust Power since February 2024.

In this role, he is responsible for all

operations aspects of exploration, mining, extraction and production.

Cortegoso has over 13 years of experience in civil and mining

projects, specializing in lithium projects.

His skills include the development of hydrogeological field programs, with an emphasis on

lithium brine deposits, including well designs, packer testing, aquifer tests, brine standards preparation, sampling protocols and drilling

oversight, with expertise in solar pond evaporation design, modeling and operation for lithium and potassium brine projects.

He has extensive

experience in performing fatal flaw analysis;

risk and investment analysis;

technical due diligence, including on battery metals;

and implementation of field programs;

data collection and analysis for hydrogeological and geotechnical studies;

and completing technical

reports (Mineral Resource and Reserve Statements, PEA, PFS, FS) in accordance with international guidelines for lithium brine and hard

rock projects throughout Argentina, Australia, Brazil, Bolivia, Canada, Chile, Mexico, the United States, Europe, the United Kingdom

and Botswana.

Prior to joining Stardust Power, Mr.

Cortegoso served as a freelance industry consultant.

Prior to co-founding Stardust

Cortegoso served at Aurora Lithium (Galp/Northvolt), as Vice President, Sourcing, in Lisbon, Portugal from April 2022 to March

Prior to Aurora Lithium, he served at SRK Consulting (U.S.), Inc.

in various positions including as Senior Consultant from January

2018 to February 2022, and as Consultant from September 2010 to December 2017.

Prior to SRK, he served at Trine University as Graduate

Researcher and Teaching Assistant from August 2009 to May 2010.

Prior to Trine University, Mr.

Cortegoso served at Jose Cartellone Construcciones

Civiles, in Buenos Aires, Argentina as Management and Budget Control Analyst in 2007.

He is a published author in prestigious industry

magazines and has presented in conferences and workshops globally in his field of expertise on lithium.

Cortegoso has industry affiliations,

including as a Registered Member of the Society for Mining, Metallurgy, and Exploration, Inc.;

a Qualified Person under the guidelines

of National Instrument 43-101 in Canada;

and a Competent Person in accordance with the JORC Code in Australia.

Cortegoso earned his

master’s degree in civil engineering from Trine University, and an undergraduate degree in civil engineering from the Universidad

Nacional de Cuyo in Argentina.

Devasper, Chief Financial Officer

(Uday) Devasper, 43, has served as the Chief Financial Officer of Stardust Power since December 2023.

In this role, Mr.

Devasper is responsible

for leading and developing the finance and accounting functions of the Company, as well as assisting the Chief Executive Officer in executing

strategy, operations, key hires and financing functions.

He is a highly seasoned finance professional, with over 20 years of experience

in finance and accounting and has demonstrated expertise and deep domain knowledge in leading projects and assisting companies through

multiple transactions.

Devasper’s skills include building and managing large teams;

operational and technical accounting expertise

in key accounting areas such as revenues, mergers and acquisitions;

and end-to-end project management for de-SPAC and IPO transactions.

Prior to joining Stardust Power, Mr.

Devasper was part of the initial founding team as a partner at Effectus Group, LLC, a boutique national

accounting advisory firm, where he was involved in developing the business, hiring and resource management, as well as leading the firm’s

nationwide Technology practice (which included the clean energy industry) for all technical accounting and strategic projects, from October

2014 to September 2022.

During his time at Effectus, he gained domain, industry and transactional expertise through the multiple projects

he led for companies in the cleantech, renewable energy and alternative energy sectors.

Further, during his term at Effectus, Mr.

led multiple de-SPAC/IPO transactions in the cleantech and renewable energy sectors, including end-to-end project management and overall

reporting assistance.

Prior to his term at Effectus, Mr.

Devasper served as a Director, Technical Accounting at Echelon Corporation from

July 2012 to August 2014, and as a Senior Manager, Technical Accounting at Synopsys, Inc., from March 2011 to July 2012.

Prior to Echelon

and Synopsys, he worked in the public accounting sector at KPMG LLP, progressing to Senior Manager, Assurance.

Devasper is a licensed

CPA (inactive) in California, and a licensed Chartered Accountant from the Institute of Chartered Accountants of India.

He earned his

bachelor’s degree in commerce from Mumbai University in India.

Celano, Chief Operating Officer

Celano, 55, has served as the Chief Operating Officer of Stardust Power since January 2025.

In this role, Mr.

Celano oversees the Company’s

upstream lithium supply initiatives and processing operations, including sourcing and site development.

He plays a key role in driving

the Company’s operational efficiency, advancing the timely delivery of high-quality lithium products and strengthening relationships

with customers and stakeholders.

His deep experience in renewables, cleantech and drilling will be pivotal to the Company’s long-term

success as it works to meet growing demand for critical minerals.

Celano brings over 20 years of executive leadership experience,

combining a strong background as a Chief Executive Officer, practicing securities attorney and graduate of the Massachusetts Institute

of Technology.

His diverse expertise spans the energy sector, drilling, engineering, procurement and construction fields, along with

deep legal knowledge, from which he is uniquely equipped to drive Stardust Power’s strategic and operational goals during this

critical phase of the Company’s growth.

Prior to joining Stardust Power, he served as President and Chief Executive Officer of

IHI E&C International Corporation beginning in January 2017, prior to which he served as General Counsel and Senior Vice President

of Business Administration beginning in February 2013.

Prior to his time at IHI, Mr.

Celano served as Vice President and General Counsel

at Vantage Drilling Company from May 2008 to May 2011.

He started his career at the law firms Olshan Frome Wolosky LLP, Graham &

James LLP and Elenoff Grossman & Schole LLP.

Celano has a bachelor’s degree in economics from Vanderbilt University, a

from Boston College Law School, an LLM from New York University School of Law and a master’s degree in engineering from the

Massachusetts Institute of Technology.

Capital Resources

have eight employees as of December 31, 2024.

Environmental,

Social and Governance

believe lithium will continue to play an important role in the transition

to a lower carbon future and the fight against climate change.

Likewise, we believe that meeting the growing demand for lithium compounds

must be balanced with considerations for responsible refining across the spectrum of ESG issues and concerns.

Our core values reflect

this commitment to sustainability.

We believe that operating in a safe, ethical, socially conscious and sustainable manner is important

for our business.

such, we intend to continue to integrate ESG and sustainability considerations into our business, operations and investment decisions.

Environmental

Focusing on brines, which have a smaller carbon footprint than open pit mining hard rock sources provides for a smaller environmental

We intend to source the energy to power our refinery from sustainable sources of power, including solar and wind power

available from the state of Oklahoma.

We are engineering our Facility based on ZLD technologies which do not produce liquid discharge as a result of our conversion

Stardust Power recruits employees for its projects, we intend to focus hiring efforts on hiring workers from local communities near our

project areas.

Power is committed to transparency, and corporate governance best-practices, and has the following corporate governance policies and

guidelines in place :

Reporting Policy (Whistleblower Policy);

of Conduct and Cyber Security Agreement;

Code of Conduct;

Risk Assessment Program;

● Cybersecurity

Benefits Plan;

of Business Conduct and Ethics;

Reporting Policy;

Governance Guidelines;

Trading Policy;

Party Transactions Policy.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business